UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K



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

        Date of Report (Date of earliest event reported): August 9, 2002

                        Commission File Number 001-15977

                             Tiger Telematics, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                      13-4051167
     (State or other jurisdiction of                         (IRS Employer
     Incorporation or organization)                      Identification Number)

        4190 Belfort Rd Suite 200                                32216
         Jacksonville, FL 32216
(Address of principal executive offices)                      (Zip Code)

                                 (904) 279-9240
              (Registrant's telephone number, including area code)





                                       1




Item 2.   Acquisition or Disposition of assets.

On August 9, 2002 the company sold the assets of its flooring segment operated
by its wholly-owned subsidiary, Floor Decor LLC,. to M.I.N.I.M.E., INC., a
privately held corporation whose principal officer is a former Director of the
company. The company sold assets with a book value of $1,152,698 in exchange for
the assumption of $1,243,135 of liabilities. The Company retained a security
interest in the assets that reduces pro rata as the liabilities are paid by the
acquirer.


Item 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE.

Michael Jonas resigned as a Director and CEO on July 24, 2002. On August 20,
2002 Michael W. Carrender a director, EVP and CFO was named to the additional
post of CEO. On August 9, 2002 Mathew Sailor resigned as a Director of the
Company. On July 24, 2002, AJ Nassar and Ed Kenny resigned as Directors of the
company.

(c)      Exhibits

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.
2.3 Asset  Purchase  Agreement  dated  August 9, 2002  between  Company and
MINIME, Inc. and related Assignment and Assumption,  Security Agreement, 2 Lease
and Assignment and Assumption Agreements.

(99)     Other

         The Press Release dated August 20, 2002 is attached hereto as Exhibit
99.2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

TIGER TELEMATICS, INC.


                                    September 10, 2002

/S/                                 Interim Chief Executive Officer & Chief
Michael W. Carrender                Financial Officer   (Principal Financial and
                                    Accounting Officer) for the Registrant and
                                    as CFO


                                       2




(99.2)

TIGER TELEMATICS, INC. ANNOUNCES SALE OF ITS FLOORING ASSET.

FORT LAUDERDALE,  FL.--(BUSINESS  WIRE)--August 20, 2002--Tiger  Telematics
Inc.,OTCBB:TIGR Tiger Telematics, Inc. announced today that it has completed the
sale of the  assets  and  liabilities  of its  flooring  business  segment  that
operated as Floor Decor.

Tiger Telematics, Inc. further announced that the company's CFO Michael W.
Carrender has been appointed to the additional post of interim chief executive
officer. This move will provide continuity while the company is completing a
search for a new CEO who possesses the global experience and the relevant the
criteria required by the restructured company that is now totally focused on
telematics." Michael Jonas is no longer President and CEO.

Mr.Carrender indicated, "With the sale of the unprofitable flooring business,
where the liabilities exceeded assets, the company is strategically positioned
to complete its business plan of growth in the fast growing telematics industry.
It removes a cash drain at the same time as Tiger is using working capital to
launch products. The company recently added four key executives with expertise
in wireless communications, wireless business contracts, engineering and
telematics operations to strengthen the management of its business to business
unit based in London."

About Tiger

Tiger Telematics, Inc., provides telematics products and services in Europe and
in North America. Tiger's mission is to bridge the gap that exists between the
telecommunications, computing and automotive industries by delivering a
comprehensive telematics solution to the consumer, business and fleet markets.
Tiger provides mobile telematics services that add value to subscribers by
helping them safely connect to the wireless world.

Except for historical matters contained herein, the matters discussed in this
press release are forward-looking and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that these forward-looking statements reflect numerous assumptions
and involve risks and uncertainties that may affect Tiger Telematics, Inc. and
its subsidiary businesses and prospects and cause actual results to differ
materially from these forward-looking statements. Among the factors that could
cause actual results to differ are Tiger Telematics, Inc.'s operating history;
competition; low barriers to entry; reliance on strategic relationships; rapid
technological changes; inability to complete transactions on favorable terms;
and those risks discussed in the Company's filings with the SEC.

Contact:  Mike Carrender        Tiger Telematics, Inc.           954-351-9833

          Geoff Mitchell        Tiger Telematics, Ltd.      011-44-20-7491-1444



                                       3


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


                            ASSET PURCHASE AGREEMENT


                                  By and Among


                                FLOOR DECOR, LLC,

                             TIGER TELEMATICS, INC.

                                       And

                               M.I.N.I.M.E., INC.



                              Dated August 9, 2002



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


                                       4





                            ASSET PURCHASE AGREEMENT


This ASSET PURCHASE AGREEMENT (the  "Agreement"),  is made and entered into
this 9th day of August,  2002, by and among FLOOR DECOR, LLC, a Delaware limited
liability company  ("Seller"),  TIGER TELEMATICS,  INC., a Delaware  corporation
("Stockholder"), and M.I.N.I.M..E., INC., a Florida corporation ("Buyer").

                                   BACKGROUND:
Seller is engaged in the business of selling and installing floor covering
products (the "Business"), operating from its facility located at 6001 Powerline
Road, Ft. Lauderdale, Florida 33309 (the "Facility"). Buyer desires to purchase
and Seller desires to sell, transfer and deliver to Buyer, substantially all of
the assets and liabilities of Seller in exchange for cash consideration and
assumption of certain liabilities, on the terms and conditions of this
Agreement.
All capitalized (and as noted herein, uncapitalized) words or expressions used
in this Agreement (including the Schedules and Exhibits annexed hereto) and not
otherwise defined herein have the meanings specified in Exhibit A hereto (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined).
In consideration of the foregoing, the mutual representations, warranties and
covenants set forth in this Agreement, and for the good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:


                                    ARTICLE I

                PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES

     1.1 Sale and  Purchase  of the  Assets.  Upon the terms and  subject to the
conditions  contained  in this  Agreement,  at the  Closing,  Seller shall sell,
transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, acquire
and accept,  all of  Seller's  right,  title and  interest in and to, all of the
assets of Seller that are used or useful in the  Business and that are set forth
on  Schedule  I  attached  hereto,  and  any  and all  contracts  (the  "Assumed
Contracts")  to which  Seller is a party and that are set forth on  Schedule  I,
including without  limitation the leases pursuant to which Seller leases certain
premises used in the Business,  as more fully described on Schedule I (the "Real
Property Leases") (collectively, the "Acquired Assets").

     1.2 Excluded  Assets.  The Acquired  Assets shall exclude those assets that
are used or useful in the  Business  and that are not set forth on  Schedule  I,
including  without  limitation  the assets  set forth on  Schedule  II  attached
hereto.


                                       5


     1.3  Assumed  Liabilities.  Buyer  shall  assume and  discharge  all of the
liabilities  of Seller set forth on  Schedule  III  attached  hereto,  including
without  limitation  accrued  liabilities for Retained Employees and liabilities
arising  in  respect  of  the  Assumed  Contracts  (collectively,  the  "Assumed
Liabilities").

         It is the intent of the parties that the value of the Assumed
Liabilities, excluding all amounts owed to Joe Jillson under a promissory note
in the principal amount of $250,000 which is included in the Assumed Liabilities
(the "Jillson Debt"), not exceed the value of the Acquired Assets. The
respective values of the Assumed Liabilities and the Acquired Assets as of the
date of this Agreement are set forth on Schedules I and III. Such values shall
be adjusted immediately prior to Closing to reflect the values as of the Closing
Date, which shall be determined in accordance with GAAP and consistent with
Seller's past practices and Books and Records. If the value of the Assumed
Liabilities as of the Closing Date excluding the Jillson Debt would exceed the
value of the Acquired Assets, then the amount of accounts payable included in
the Assumed Liabilities shall be reduced to the extent necessary so that the
value of the Acquired Assets exceeds by not more than One Dollar the value of
the Assumed Liabilities excluding the Jillson Debt. Any accounts payable
eliminated from the Assumed Liabilities as a result of this adjustment shall be
Retained Liabilities (as defined below). To secure Buyer's obligation to
discharge in full all of the Assumed Liabilities in a timely manner and
otherwise in accordance with their respective terms, Buyer will grant to Seller
a first priority perfected security interest in certain assets of Seller
pursuant to a Security Agreement in the form of Exhibit B attached hereto,
together with customary UCC-1 financing statements.

     1.4 Retained Liabilities.  Except for the Assumed Liabilities,  Buyer shall
not assume,  become  liable for or  obligated  for any of Seller's  obligations,
liabilities  or  indebtedness  whatsoever,  whether  known or  unknown,  direct,
contingent or otherwise,  including any liability or obligation of Seller to its
Affiliates,  employees,  customers, creditors or brokers, or to any governmental
authority,  or in respect  of the  Excluded  Assets  (all such  liabilities  and
obligations  of  Seller,  other  than the  Assumed  Liabilities,  the  "Retained
Liabilities").

     1.5  Transfer of Title to the  Assets.  The sale,  assignment,  conveyance,
transfer,  and  delivery by Seller of the  Acquired  Assets shall be made at the
Closing by appropriate instruments of transfer sufficient to vest in Buyer as of
the Closing  Date title to the Acquired  Assets that are owned,  and a valid and
assignable  leasehold interest in the Acquired Assets that are leased by Seller.
Such instruments of transfer shall include without  limitation an Assignment and
Assumption in the form of Exhibit C hereto (the  "Assignment  and  Assumption").
Risk of loss of the Acquired Assets shall pass from Seller to Buyer at Closing.

     1.6  Assumption  of   Liabilities.   Buyer's   assumption  of  the  Assumed
Liabilities  shall be effected at Closing by Buyer's  execution  and delivery of
the Assignment and Assumption.  Buyer will also execute and deliver to Seller at
the Closing an Assignment and Assumption of Lease Agreement substantially in the
form of Exhibit D hereto (the "Lease Assumption Agreement") with respect to each
of the Real Property Leases.


                                       6

                                   ARTICLE II

                             PURCHASE PRICE; CLOSING

     2.1 Purchase Price. In consideration  for the Acquired Assets,  Buyer shall
(i) pay to  Seller  One  Dollar  ($1.00)  in cash and (ii)  assume  the  Assumed
Liabilities,  including  the  Jillson  Debt,  pursuant  to  the  Assignment  and
Assumption.

     2.2 Closing Time and Place. The closing of the transactions contemplated by
this  Agreement  (the  "Closing")  will take  place at the  offices of Seller on
August 9, 2002,  or as soon as  practicable  thereafter  on such date as Seller,
Stockholder  and Buyer  shall  agree.  The date on which the  Closing  occurs is
hereinafter referred to as the "Closing Date."

     2.3 Deliveries at the Closing.

     (a) Items to be Delivered by Seller. At the Closing, Seller will deliver to
Buyer the various certificates, instruments and documents referred to in Section
7.1 below, and Seller will execute and deliver to Buyer:

          (i)  the Assignment and Assumption; and

          (ii) the Lease Assumption Agreement for each Real Property Lease.

     (b) Items to be Delivered by Buyer.  At the Closing,  Buyer will deliver to
Seller the  various  certificates,  instruments  and  documents  referred  to in
Section 7.2 below, and Buyer will execute and deliver to Seller:

          (i)  the Assignment and Assumption;

          (ii) the Lease Assumption Agreement for each Real Property Lease; and

          (iii) the cash consideration specified in Section 2.1 above.

This Agreement and the agreements and instruments to be executed and delivered
at Closing are referred to collectively herein as the "Transaction Agreements"
and the transactions contemplated by the Transaction Agreements are referred to
as the "Transactions".

         2.4 Employees. Attached hereto as Schedule IV is a list of all
employees of Seller that will be employed by Buyer post-closing (the "Retained
Employees"). All expenses, including without limitation accrued vacation, unpaid
expense reimbursement and accrued salary (collectively, the "Employment
Expenses") that will be owed as of the Closing Date with respect to the Retained
Employees are listed on Schedule III. Buyer shall be responsible for all
Employment Expenses incurred prior to the Closing Date for the Retained
Employees, which shall be deemed to be Assumed Liabilities for all purposes of
this Agreement. Seller shall update Schedule IV at Closing to provide definitive
lists of Retained Employees and Employment Expenses.

         2.5 Proration of Expenses. At the Closing, the parties will make
appropriate allocations of and payments for prepaid and accrued expenses related
to the operation of the Business.



                                       7


                                  ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDER

     Seller and  Stockholder  hereby  represent and warrant to Buyer,  as of the
date hereof and as of the Closing Date, as follows:

     3.1  Organization.  Seller is a limited  liability  company duly organized,
validly existing, and in good standing under the laws of the State of Florida.

     3.2 Capitalization and Ownership.  All of the ownership interests of Seller
are held by Stockholder and have been duly authorized, validly issued, are fully
paid and  nonassessable,  and were not issued in  violation  of the terms of any
agreement or other understanding  binding upon Seller or any other Person. There
are no outstanding securities,  options, warrants,  rights,  agreements,  calls,
subscription   commitments,   demands,   or   understandings  of  any  character
whatsoever,  fixed or  contingent,  that directly or indirectly (i) call for the
issuance,  sale or other  disposition  of any ownership  interests of Seller and
there are no securities convertible into or exchangeable for ownership interests
of Seller or (ii)  obligate  Seller  to  grant,  offer or enter  into any of the
foregoing or (iii) relate to the voting or control of any ownership interests of
Seller.

     3.3 Subsidiaries. Seller has no interests, direct or indirect, in any other
Person.

     3.4 Authorization and  Enforceability.  Seller and Stockholder each has all
requisite  limited liability company power and authority and corporate power and
authority,  respectively,  to execute and deliver this  Agreement and all of the
other  Transaction  Agreements  to  which  it is a  party  and  to  perform  its
obligations hereunder and thereunder.  Seller's and Stockholder's  execution and
delivery of, and the performance of their  respective  obligations  under,  this
Agreement and the  Transaction  Agreements to which each of them is a party have
been duly and validly  authorized by all  necessary  limited  liability  company
action and corporate action, respectively. This Agreement has been duly executed
and delivered on behalf of Seller and  Stockholder  and  constitutes  the legal,
valid, and binding  obligations of Seller and Stockholder,  enforceable  against
Seller and Stockholder in accordance with its terms subject to general equitable
principles and except as the  enforceability of this Agreement may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws of general  application  relating to creditors'  rights.  When executed and
delivered, each of the Transaction Agreements other than this Agreement to which
Seller and  Stockholder is a party will be duly executed and delivered on behalf
of Seller and  Stockholder  and will  constitute the legal,  valid,  and binding
obligation of Seller and Stockholder, enforceable against Seller and Stockholder
in accordance with its terms subject to general equitable  principles and except
as the enforceability of this Agreement may be limited by applicable bankruptcy,
insolvency,  reorganization,   moratorium  or  other  similar  laws  of  general
application relating to creditors' rights.

      3.5   No Conflict; No Violation of Laws or Agreements. The execution and
delivery of this Agreement does not, the execution and delivery of the
Transaction Agreements other than this Agreement will not, and the consummation
of the Transactions and the


                                       8


compliance  with the terms,  conditions,  and provisions of the Transaction
Agreements by Seller and Stockholder will not:

     (a)  contravene  any  provision  of Seller's  Articles of  Organization  or
operating  agreement,   or  Stockholder's   Charter  or  Bylaws,  or  any  other
organizational document of Seller or Stockholder;

     (b) conflict with, constitute or result in any breach, default or violation
of (or an event which  might,  with or without the passage of time or the giving
of notice or both,  constitute  or result in a breach,  default or violation of)
(i) any of the terms,  conditions,  or  provisions of any  indenture,  mortgage,
loan,  credit  agreement,  or  any  other  instrument,  contract,  agreement  or
commitment to which Seller or Stockholder is a party,  or by which any Seller or
Stockholder,  or any of the Acquired  Assets may be bound or affected,  (ii) any
judgment  or order of any  Governmental  Authority,  or (iii)  any law,  rule or
regulation;

     (c) result in the  creation  or  imposition  of any Lien upon any  Acquired
Assets or give to others any interests or rights therein;

     (d) result in the  acceleration of any liability or obligation of Seller or
Stockholder (or give others the right to cause such acceleration); or

     (e) result in the  termination  of or loss of any right (or give others the
right to cause such a termination or loss) under any Assumed Contract.

     3.6 No Undisclosed Liabilities. Seller does not have any material liability
or obligation of any nature, whether due or to become due, absolute, contingent,
or otherwise, whether direct or indirect, other than liabilities incurred in the
ordinary  course of business (and not in violation of this  Agreement)  that are
fully reflected as liabilities on the appropriate books of account of Seller.

     3.7 Brokerage.  Neither Seller,  Stockholder nor anyone acting on behalf of
Seller or  Stockholder  has engaged,  retained or incurred any  liability to any
broker,  investment  banker,  finder or agent,  made any  agreement or taken any
other action  which might cause  anyone to become  entitled to a broker's fee or
commission or agreed to pay any brokerage  fees,  commissions,  finder's fees or
other fees with respect to or as a result of the Transactions.

     3.8 Litigation and Claims. There are no Claims pending or, to the knowledge
of  Seller  or  Stockholder,  threatened  which  seek to  delay or  prevent  the
consummation  of the  Transactions  or  which  would  be  reasonably  likely  to
adversely affect or restrict Seller's or Stockholder's  ability to perform their
respective obligations under this Agreement.

     3.9 Title to Assets;  Liens.  Seller has good and  marketable  title to the
Acquired Assets that are owned and a valid and assignable  leasehold interest in
the Acquired  Assets that are leased.  The Acquired Assets are free and clear of
all  mortgages,   liens,   security  interests,   pledges,   charges  and  other
encumbrances,  except  for liens for  current  taxes not yet due and  payable or
being contested in good faith by appropriate proceedings, and such imperfections
of title, easements and encumbrances as do not materially detract from the value
of the  properties  subject  thereto or  affected  thereby or  otherwise  do not
materially  interfere  with their  present or future use in a manner  consistent
with present practices or materially impair the operation of the Business.


                                       9


     3.10 Trade  Payables All of the trade  payables  have been  incurred in the
ordinary  course of the  Business  and are  current  in  accordance  with  their
respective terms and conditions.

     3.11 Accounts  Receivable.  A complete and accurate listing of all accounts
receivable  of Seller  included  in the  Acquired  Assets as of the date  hereof
accurately  reflecting  the aging  thereof is set forth in  Schedule I. All such
accounts  receivable are valid and enforceable claims, are subject to no set off
or counterclaim and are fully collectible in the ordinary course of business.

     3.12  Contracts.  Except for contracts,  commitments or agreements that (i)
are described in Schedule I attached  hereto or (ii) relate  exclusively  to the
Excluded Assets and are not to be assigned to or assumed by Buyer, the Seller is
not a party to or subject  to any  contract,  commitment  or  agreement  that is
material to the operation of the Business. Copies of all contracts, commitments,
plans,  agreements  or licenses  described  in Schedule I have been  provided to
Buyer or its counsel  prior to the  execution  of this  Agreement  and are true,
correct and complete,  and have not been subject to any amendment,  extension or
other  modification  as of the date  hereof.  Each  contract,  commitment,  plan
agreement  and license  described  in Schedule I is binding and  enforceable  in
accordance  with its terms and is in full force and effect  without  any default
thereunder by Seller or, to the knowledge of Seller or Stockholder, by any other
party  thereto (a  "default"  being  defined  for  purposes  hereof as an actual
default or any set of facts  that  would,  upon  receipt of notice or passage of
time, constitute a default).

     3.13 Employee  Benefit Plans.  All employee  benefit plans, as that term is
defined in Section 3(3) of the Employee  Retirement Income Security Act of 1974,
as amended, ("ERISA"),  currently maintained by Seller or to which Seller has an
obligation  to  contribute  (the  "Employee  Benefit  Plans") are  described  in
Schedule III. No event has occurred nor has there been any omission  which would
result in  violation  of any laws,  rulings  or  regulations  applicable  to any
Employee  Benefit  Plan.  There are no claims  pending or, to the  knowledge  of
Seller or  Stockholder,  threatened  with respect to any Employee  Benefit Plan,
other than claims for benefits by employees, beneficiaries or dependents arising
in the  normal  course of the  operation  of any such  plan.  All  contributions
(including   all   employer   contributions   and  employee   salary   reduction
contributions)  that are due have been paid to each such Employee  Benefit Plan.
All premiums or other  payments for all periods  ending on or before the Closing
Date have been paid with respect to each such Employee Benefit Plan.

     3.14 Labor Relations;  Employees. Seller employs approximately 12 employees
and  generally  enjoys  a good  employer-employee  relationship.  Seller  is not
delinquent  in  payments  to any of  its  employees  for  any  wages,  salaries,
commissions, bonuses or other direct compensation for any services performed for
it to the date hereof or amounts  required to be reimbursed  to such  employees.
Upon termination of the employment of Seller's employees, neither the Seller nor
the Buyer will by reason of anything  done prior to the Closing be liable to any
of such  employees  for so-called  "severance  pay" or any other  payments.  The
Seller has not implemented  any written or oral policy that would  contravene or
contradict the "employment at will" policy. The Seller is in compliance with all
applicable laws and regulations  respecting labor,  employment,  fair employment
practices, terms and conditions of employment, and wages and hours.

     3.15 Regulatory  Actions or  Investigations.  Seller is not now a party to,
and has not been  apprised  or  notified  of, any  regulatory  investigation  or
proceeding contemplated,  pending or initiated by any federal or state agency or
governmental unit.

     3.16 Copies of  Documents.  Seller has made  available for  inspection  and
copying  by Buyer and its  counsel  true and  correct  copies  of all  documents
referred to in this Section 3 including,  without limitation,  those referred to
in Schedules I and III.


                                       10


                                    ARTICLE 4

                     REPRESENTATION AND WARRANTIES OF BUYER

     Buyer  represents  and warrants to Seller and  Stockholder,  as of the date
hereof and as of the Closing Date, as follows:

     4.1  Organization.  Buyer  is  a  corporation  duly  incorporated,  validly
existing and in good standing under the laws of the State of Florida and has all
requisite  corporate power and authority (a) to do business in the jurisdictions
wherein the  character  of the  properties  owned or leased or the nature of the
activities by it make such qualification  necessary,  (b) to execute and deliver
this  Agreement  and the other  Transaction  Agreements,  and (c) to perform its
obligations hereunder and thereunder.

     4.2  Subsidiaries.  Buyer does not have any direct or indirect  interest in
any other Person.

     4.3  Authorization and  Enforceability.  The execution and delivery of this
Agreement and each of the other Transaction  Agreements,  and the performance of
Buyer's obligations  hereunder and thereunder,  have been duly authorized by all
necessary  corporate  action on the part of Buyer.  This Agreement has been duly
executed and  delivered by Buyer and  constitutes  the legal,  valid and binding
obligation of each of Buyer,  enforceable  against Buyer in accordance  with its
terms subject to general equitable  principles and except as the  enforceability
thereof may be limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws of general  application  relating to creditors'
rights. Each of the Transaction  Agreements to which Buyer is a party other than
this  Agreement  when execute and  delivered by Buyer will be duly  executed and
delivered by Buyer and will constitute the legal,  valid and binding  obligation
of Buyer,  enforceable  against  Buyer in  accordance  with its terms subject to
general  equitable  principles and except as the  enforceability  thereof may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other similar laws of general application relating to creditors' rights.

     4.4 No Conflict;  No Violation of Laws or  Agreements.  The  execution  and
delivery  of  this  Agreement  does  not,  the  execution  and  delivery  of the
Transaction  Agreements other than this Agreement will not, and the consummation
of the Transactions and the compliance with the terms, conditions and provisions
of the Transaction Agreements by Buyer will not: (a) contravene any provision of
Buyer's Charter or Bylaws, or (b) conflict with, or constitute, or result in any
breach,  default,  violation  of (or an event which  might,  with or without the
passage  of time or the  giving  of  notice  or both  constitute  or result in a
breach, default or violation of) (i) any of the terms, conditions, or provisions
of any indenture,  mortgage,  loan, credit  agreement,  or any other instrument,
contract,  agreement or  commitment  to which  either of them is a party,  or by
which any of their assets may be bound or affected or (ii) any judgment or order
of any Governmental Authority, or (iii) any law, rule, or regulation.

     4.5 Consents. No consent, approval, or authorization of, or registration or
filing with, any Person,  including any Governmental  Authority,  is required in
connection  with Buyer's  execution and delivery of this  Agreement of the other
Transaction Agreements or the consummation of the Transactions by Buyer.

     4.6 No Undisclosed Liabilities.  Buyer does not have any material liability
or obligation of any nature, whether due or to become due, absolute, contingent,
or otherwise, whether direct or indirect.


                                       11


     4.7 Litigation and Claims. There are no Claims pending or, to the knowledge
of Buyer,  threatened which (i) seek to delay or prevent the consummation of the
Transactions,  (ii) would be reasonably  likely to adversely  affect or restrict
Buyer's ability to perform its obligations under the Transaction Agreements,  or
(iii) would be reasonably  likely to have a material  adverse  effect on Buyer's
business, assets, financial condition, results of operations or prospects.

     4.8  Brokers.  Neither  Buyer nor anyone  acting on its behalf has engaged,
retained or incurred any liability to any broker,  investment banker,  finder or
agent,  made any agreement or taken any other action which might cause anyone to
become  entitled to a broker's fee or  commission or agreed to pay any brokerage
fees,  commissions,  finder's fees or other fees with respect to the purchase of
the Acquired Assets or as a result of the Transactions.

     4.9 Truth and Accuracy of  Disclosures.  No disclosure made by Buyer or its
representatives  to Seller or Stockholder  about Buyer's  business,  operations,
financial condition, results of operations or prospects contains or will contain
any  untrue  statement  of a  material  fact,  or omits or will  omit to state a
material fact  necessary to make the statements of facts  contained  therein not
misleading  or necessary to provide  Seller and  Stockholder  with  adequate and
complete  information as to Buyer's business,  operations,  financial condition,
results of operations or prospects.


                                    ARTICLE 5

                PRE-CLOSING COVENANTS OF SELLER AND STOCKHOLDER

     5.1  Authorization  from  Others.  Prior to the  Closing  Date,  Seller and
Stockholder  will  obtain all  authorizations,  consents  and  permits of others
required  to  permit  the   consummation   by  Seller  and  Stockholder  of  the
Transactions.

     5.2  Breach  of   Representations   and  Warranties.   Neither  Seller  nor
Stockholders  shall  not  take  any  action  that  would  result  in  any of the
representations and warranties contained in Article 3 hereof being untrue in any
material  respect.  Promptly upon the  occurrence of, or promptly upon Seller or
Stockholder  becoming  aware of the impending or threatened  occurrence  of, any
event that would cause or  constitute a breach or default,  or would have caused
or  constituted  a breach or default  had such event  occurred  or been known to
Seller or Stockholder  prior to the date hereof,  of any of the  representations
and warranties of the Seller and Stockholder contained in this Agreement, Seller
and  Stockholder  shall give detailed  written notice thereof to Buyer and shall
use their respective best efforts to prevent or promptly cure the same.

     5.3  Consummation  of  Agreement.  Seller and  Stockholder  shall use their
respective best efforts to perform and fulfill all conditions and obligations on
their parts to be performed and fulfilled under this Agreement.

     5.4  Confidentiality.  Seller  and  Stockholder  agree  that (a) Seller and
Stockholder and their respective officers, directors, agents and representatives
will  hold in  strict  confidence,  and will not use,  any data and  information
obtained in connection  with this  transaction  or Agreement with respect to the
business of Buyer, except for the purpose of Seller's and Stockholder's internal
evaluation of the Transactions; (b) if such Transactions are not


                                       12


consummated, Seller and Stockholder will return to Buyer all copies of such
data and  information,  including but not limited to  worksheets,  test reports,
manuals, lists, memoranda,  and other documents prepared by or made available to
Seller and  Stockholder in connection with this  transaction;  and (c) they will
treat the existence of this Agreement and the transactions  contemplated  hereby
as strictly  confidential  and will not disclose them to any Person  without the
prior written consent of Buyer.  Nothing in this Agreement shall be construed to
prevent  Seller  and  Stockholder  from,  or  in  any  way  subject  Seller  and
Stockholder to liability for, making such  disclosures  regarding this Agreement
or the  negotiation  of the  transactions  contemplated  herein  as  Seller  and
Stockholder  shall  reasonably  determine  are  necessary or  appropriate  under
applicable securities rules or for investor relations purposes.

                                    ARTICLE 6

                         PRE-CLOSING COVENANTS OF BUYER

     6.1 Consummation of Agreement.  Buyer shall use its best efforts to perform
and fulfill all  conditions  and  obligations  on its part to be  performed  and
fulfilled under this  Agreement.  The Buyer will obtain prior to the Closing all
necessary authorizations or approvals of its Board of Directors or stockholders,
in accordance with the laws of the State of Delaware

     6.2  Confidentiality.  Buyer agrees that,  unless and until the Closing has
been   consummated,   (a)  Buyer  and  its  officers,   directors,   agents  and
representatives  will hold in strict confidence,  and will not use, any data and
information  obtained in  connection  with this  transaction  or Agreement  with
respect to the  business  of Seller or  Stockholder,  except for the  purpose of
Buyer's  internal  evaluation of this  transaction  or the  consummation  of the
Transactions;  and (b) if such  Transactions  are not  consummated,  Buyer  will
return to  Seller  or  Stockholder  all  copies  of such  data and  information,
including  but  not  limited  to  worksheets,   test  reports,  manuals,  lists,
memoranda,  and  other  documents  prepared  by or made  available  to  Buyer in
connection with this transaction.

     6.3  Authorization  from Others.  Prior to the Closing Date, the Buyer will
obtain all authorizations, consents and permits of others required to permit the
consummation by Buyer of the Transactions.

     6.4 Breach of  Representations  and  Warranties.  Buyer  shall not take any
action that would result in any of the representations and warranties  contained
in Article 4 hereof  being  untrue in any material  respect.  Promptly  upon the
occurrence  of, or  promptly  upon  Buyer  becoming  aware of the  impending  or
threatened  occurrence  of, any event that would cause or constitute a breach or
default,  or would have caused or constituted a breach or default had such event
occurred  or been  known  to  Buyer  prior  to the  date  hereof,  of any of the
representations  and  warranties  of Buyer  contained  in or referred to in this
Agreement,  Buyer  shall  give  detailed  written  notice  thereof to Seller and
Stockholder and shall use its best efforts to prevent or promptly cure the same.


                                    ARTICLE 7

                              CONDITIONS TO CLOSING


     7.1 Conditions  Precedent to Obligations of Buyer. The obligations of Buyer
to proceed with the Closing under this Agreement are subject to the  fulfillment
prior to or at Closing of the following conditions (any one or more of which may
be waived in whole or in part by Buyer in Buyer's sole discretion):

     (a)  Representations,  Warranties and Covenants.  The  representations  and
warranties  of  Seller  and  Stockholder  set  forth in  Section  3 that are not
qualified as to materiality shall be true and correct in all material  respects,
and such the representations and warranties that are qualified as to materiality
shall be true and correct in all respects, at and as of the Closing Date.


                                       13


Seller and Stockholder  shall have performed and complied with all of their
covenants hereunder in all material respects through the Closing.

     (b) Litigation.  No order of any Governmental  Authority shall be in effect
which restrains or prohibits the Transactions shall not be threatened, nor shall
there  be  pending,  any  action  or  proceeding  (i)  challenging  any  of  the
transactions contemplated by this Agreement or seeking monetary relief by reason
of the  consummation  of such  transactions,  or (ii) which would  likely have a
Material Adverse Effect.

     (c) Closing Certificate. Seller shall have delivered to Buyer a certificate
to the effect that each of the conditions specified above in Subsections 7.1(a),
(b) and (c) is satisfied in all respects;

     (d) Transaction Agreements. Seller and Stockholder shall have entered into,
executed,  acknowledged  and  delivered  to Buyer the  certificates,  documents,
instruments and agreements  described in Section 2.3(a) of this  Agreement,  and
all of the same shall be in full force and effect; and

     (e)  Satisfactory  Instruments.  All instruments and documents  required of
Seller  to  effectuate  and  consummate  the  Transactions  shall be in form and
substance reasonably satisfactory to Buyer and its counsel.

     7.2 Conditions Precedent to the Obligations of Seller and Stockholder.  The
respective  obligations of Seller and Stockholder to proceed with the Closing is
subject to the  fulfillment  prior to or at Closing of the following  conditions
(any one or more of which  may be  waived  in  whole  or in part by  Seller  and
Stockholder in their sole discretion):

     (a)  Representations,  Warranties and Covenants.  The  representations  and
warranties  of  Buyer  set  forth in  Section  4 that  are not  qualified  as to
materiality  shall be true and correct in all  material  respects,  and such the
representations  and warranties  that are qualified as to  materiality  shall be
true and correct in all  respects,  at and as of the Closing  Date.  Buyer shall
have  performed  and  complied  with all of  their  covenants  hereunder  in all
material respects through the Closing.

     (b) Litigation.  No order of any Governmental  Authority shall be in effect
which  restrains or prohibits the  transactions  contemplated by this Agreement.
There  shall  not be  threatened,  nor shall  there be  pending,  any  action or
proceeding (i) challenging any of the Transactions or seeking monetary relief by
reason of the consummation of such Transactions, or (ii) which would likely have
a Material Adverse Effect.

     (c)  Closing  Certificate.  Buyer  shall have  delivered  to the Seller and
Stockholder a certificate  to the effect that each of the  conditions  specified
Subsections 7.2(a) and (b) is satisfied in all respects;

     (d)  Transaction  Agreements.  Buyer  shall have  entered  into,  executed,
acknowledged   and  delivered  to  Seller  and  Stockholder  the   certificates,
documents,  instruments  and  agreements


                                       14


described in Section 2.3(b) of this Agreement, and all of the same shall be
in full force and effect; and

     (e)  Satisfactory  Instruments.  All instruments and documents  required of
Buyer to effectuate and consummate the transactions contemplated hereby shall be
in form and substance reasonably  satisfactory to Seller,  Stockholder and their
counsel.


                                    ARTICLE 8

                                   TERMINATION

     8.1 Termination of Agreement.  This Agreement and the  Transactions  may be
terminated at any time on or prior to the Closing Date:

     (a)  Mutual  Consent.  By  mutual  written  consent  of Buyer,  Seller  and
Stockholder.

     (b) Termination by Buyer. By Buyer upon notice to Seller and Stockholder if
there has been a material misrepresentation,  inaccuracy or breach by Seller and
Stockholder of any of their representations,  warranties or covenants, or if any
of  the  conditions  specified  in  Section  7.1  hereof  shall  not  have  been
substantially  fulfilled by the time required and not have been waived by Buyer,
or if the Closing shall not have occurred on or before August 30, 2002; or

     (c) Termination by Seller and  Stockholder.  By Seller and Stockholder upon
notice to Buyer if there has been a material  misrepresentation,  inaccuracy  or
breach by Buyer of any of its  representations,  warranties or covenants,  or if
any of the  conditions  specified  in  Section  7.2  hereof  shall not have been
substantially  fulfilled by the time required and not have been waived by Seller
and  Stockholder,  or if the Closing shall not have occurred on or before August
30, 2002.

     8.2 Effect of Termination. In the event of termination of this Agreement by
either Seller or Buyer, as provided above,  this Agreement shall terminate as of
the date of the written notice or consent  described in Section above, and there
will be no  liability  on the  part of  Seller  or  Buyer  or  their  respective
Affiliates, except for liabilities arising from a breach of this Agreement prior
to such termination.


                                    ARTICLE 9

                          CERTAIN ADDITIONAL COVENANTS

     9.1 Costs, Expenses, and Transfer Taxes. Each party hereto will pay its own
costs and expenses,  including legal and accounting fees, in connection with the
negotiation, execution, performance of and compliance with this Agreement.

     9.2  Employee  Matters.  Immediately  prior  to  the  consummation  of  the
Transactions,  Seller will  terminate all of the Retained  Employees,  and Buyer
shall offer employment to all Retained Employees at the same place of employment
and on terms


                                       15


no less favorable than the terms of employment that existed at Seller.

     9.3 Payment of Assumed Liabilities.  Buyer will pay all Assumed Liabilities
in accordance  with their terms or, in the absence of express  payment terms, as
they become due in the ordinary course of business;  provided,  however, that if
not paid sooner,  all Assumed  Liabilities  other than the Jillson Debt shall be
paid within 130 days after Closing.


                                   ARTICLE 10

                                  MISCELLANEOUS

     10.1 Notices.  All notices,  requests,  demands,  and other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
personally  delivered  by courier,  or if mailed,  when mailed by United  States
first-class,  certified or registered mail, postage prepaid,  to the other party
at the following  addresses or by telecopy,  receipt confirmed (or at such other
address as shall be given in writing by any party to the other):


                                       16


                  If to Buyer, to:

                           M.I.N.I.M.E., INC.
                           6001 Powerline Road
                           Fort Lauderdale, Florida  33309

                           Fax:  (954) 351-9947
                           Attention:   Matt Sailor


                  With a copy to:

                           Frazier, Hotte & Associates, PA
                           2400 East Commercial Road - Suite 826
                           Fort Lauderdale, Florida  33308

                           Fax: (954) 928-1865
                           Attention:       John Hotte



                  If to Seller or Stockholder, to:

                           Tiger Telematics, Inc.
                           c/o Tiger Telematics, Ltd.
                           105 Piccadilly
                           London  WIJ 7JN

                           Fax: (011-4420-7491-1965)
                           Attention:   Michael W. Carrender

                  With a copy to:

                           LeClair Ryan, a Professional Organization
                           707 East Main Street - 11th Floor
                           Richmond, Virginia  23219

                           Fax: (804) 783-7615
                           Attention:    J. Benjamin English


     10.2  Successors  and Assigns.  This  Agreement,  and all rights and powers
granted  hereby,  will bind and inure to the benefit of the  parties  hereto and
their respective  successors and assigns,  but neither this Agreement nor any of
the rights,  interests, or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties hereto.

     10.3 Construction. The parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the


                                       17


context  requires  otherwise.  The word  "including"  shall mean  including
without limitation.  The parties intend that each representation,  warranty, and
covenant contained herein shall have independent significance.  If any party has
breached  any  representation,  warranty,  or covenant  contained  herein in any
respect,  the fact  that  there  exists  another  representation,  warranty,  or
covenant relating to the same subject matter  (regardless of the relative levels
of  specificity)  which the party has not  breached  shall not  detract  from or
mitigate  the fact that the  party is in  breach  of the  first  representation,
warranty,  or covenant.  All pronouns and any  variations  thereof  refer to the
masculine, feminine or neuter, singular or plural, as the identity of the Person
or Persons may require. All references herein to Articles,  Sections (other than
Sections of the Code or any other statute) and subsections shall be deemed to be
references to Articles,  Sections and  subsections of this Agreement  unless the
context shall otherwise require.

     10.4 Governing Law. With respect to corporate governance matters concerning
a  corporation  of any  jurisdiction,  this  Agreement  shall be governed by and
construed in accordance with the laws of such jurisdiction.  With respect to all
other matters,  this Agreement  shall be governed by and construed in accordance
with the laws of  State of  Florida,  without  regard  to the  conflicts  of law
provisions thereof.

     10.5  Headings.  The  headings  preceding  the  text  of the  sections  and
subsections  hereof are inserted  solely for  convenience of reference and shall
not  constitute  a part of this  Agreement,  nor shall they affect its  meaning,
construction, or effect.

     10.6  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which  shall be deemed an  original,  but which  together
shall constitute one and the same instrument.

     10.7 Further  Assurances.  Both before and after  Closing  hereunder,  each
party shall  cooperate  and take such action as may be  reasonably  requested by
another  party in order to more fully carry out the  provisions  and purposes of
this Agreement and the transactions contemplated hereby.

     10.8  Course of  Dealing.  No course of dealing and no delay on the part of
any party hereto in exercising  any right,  power,  or remedy  conferred by this
Agreement shall operate as a waiver thereof or otherwise  prejudice such party's
rights, powers and remedies. The failure of any of the parties to this Agreement
to require the  performance of a term or obligation  under this Agreement or the
waiver by any of the parties to this Agreement of any breach hereunder shall not
prevent subsequent  enforcement of such term or obligation or be deemed a waiver
of an subsequent breach hereunder.  No single or partial exercise of any rights,
powers or remedies  conferred  by this  Agreement  shall  preclude  any other or
further exercise thereof or the exercise of any other right, power or remedy.

     10.9  Severability.  This  Agreement  shall be  deemed  severable,  and the
invalidity or  unenforceability of any term or provision hereof shall not affect
the  validity  or  enforceability  of this  Agreement  or of any  other  term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may


                                       18


be valid  and  enforceable,  so as to  effect  the  original  intent of the
parties to the greatest extent possible.

     10.10 Entire  Agreement.  This  Agreement and the  Schedules,  Exhibits and
Certificates  hereto, each of which is hereby incorporated herein, set forth all
of the promises, covenants, agreements, conditions, and undertakings between the
parties hereto with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements and understandings,  inducements,  or conditions,
express or implied, oral or written. This Agreement may not be amended except by
an instrument in writing signed by the party sought to be charged with effect of
such amendment.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
                                  M.I.N.I.M.E., INC.


                                  By:____________________________________
                                         Name:
                                         Title:





                                  FLOOR DECOR, L.L.C.


                                  By:____________________________________
                                         Name:      Michael W. Carrender
                                         Title:     Executive Vice President
                                                    and Chief Financial Officer



                                  TIGER TELEMATICS, INC.


                                  By:____________________________________
                                         Name:      Michael W. Carrender
                                         Title:     Executive Vice President
                                                     and Chief Financial Officer




                                       19



                                    Exhibit A

                                   DEFINITIONS


"Affiliate" means, when used with respect to any Person, (a) if such Person is a
corporation, any officer or director thereof and any Person which is, directly
or indirectly, beneficial owner (by itself or as part of any group) of more than
fifty percent (50%) of any class of any voting security thereof, (b) if such
Person is an LLC, any officer or manager thereof and any Person which is,
directly or indirectly, beneficial owner (by itself or as part of any group) of
more than fifty percent (50%) of any class of any voting interest therein, (c)
if such Person is a partnership, any general partner thereof and any Person
which is, directly or indirectly, beneficial owner (by itself or as part of any
group) of more than fifty percent (50%) of any limited partnership interest
thereof, and (d) any other Person which directly or indirectly, through one or
more intermediaries controls, is controlled by, or is under common control with,
such Person. For purposes of this definition: (i) any "beneficial owner" that is
a partnership shall be deemed to include any general or limited partner thereof,
any "beneficial owner" that is an LLC shall be deemed to include any Person
controlling, controlled by or under common control with such beneficial owner,
or any officer, manager or member of such beneficial owner or of any LLC
occupying any such control relationship, and any "beneficial owner" that is a
corporation shall be deemed to include any Person controlling, controlled by or
under common control with such beneficial owner, or any officer or director of
such beneficial owner or of any corporation occupying any such control
relationship; and (ii) "control" (including the correlative terms "controlling,"
"controlled by" and "under common control with"), with respect to any Person,
shall mean possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

"Books and Records" includes the original and all copies of reports, books,
manuals, financial statements, or reports, price books, confirmations,
telegrams, receipts, inventory books, contracts, printed matters, computer
printouts, teletypes, invoices, transcripts, analyses, Returns, minutes,
accounts, estimates, projections, comparisons, press releases, reviews,
opinions, studies and investigations, graphic representations of any kind
(including photographs, charts, graphs, videotape and motion pictures,
electronic and mechanical records, tapes, cassettes, discs, and recordings,
whether preserved in writing, phone record, film, tape, videotape, or computer
record).

"Bylaws" means the bylaws of any corporation organized under the laws of any
State of the United States of America and any equivalent document of any
corporation or entity organized under the laws of another jurisdiction, as
amended or restated through the date hereof or the Closing Date, as the case may
be.

"Charter" means the Certificate of Incorporation or Formation, Articles of
Incorporation or Organization or other organizational document of a corporation
or an LLC organized under the laws of any State of the United States of America
and any equivalent document of a corporation, LLC or other similar entity
organized under the laws of another jurisdiction, as amended or restated through
the date hereof or the Closing Date, as the case may be.

"Code" means the Internal Revenue Code of 1986 and valid interpretations
thereof, as reflected in Treasury regulations, published IRS rulings and court
decisions.

"GAAP" means United States generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination, consistently applied.

"Governmental Authority" means all agencies, instrumentalities, departments,
commissions, courts, tribunals, or boards of any government, whether foreign,
federal, state, or local.

"Lien" means, with respect to any asset or right, any mortgage, deed of trust,
pledge, hypothecation, assignment, security interest, lien, charge, restriction,
adverse claim or right whatsoever, title defect or encumbrance of any kind


                                       20


(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any assignment or other conveyance of any right to receive
income and any assignment of receivables with recourse against assignor), any
filing of any financing statement as debtor under the Uniform Commercial Code or
comparable law of any jurisdiction and any agreement to give or make any of the
foregoing except with respect to securities, restrictions on transferability
imposed by federal and state securities laws.

"Material Adverse Effect" means an occurrence or event which has or is
reasonably likely to have a material adverse impact or effect on the Business,
operations, financial condition or prospects of the applicable companies, taken
as a whole.

"Person" means any natural person, corporation, business trust, trust, estate,
partnership, limited partnership, LLC, limited liability partnership,
association, joint venture, or other entity.

"Taxes" or "Tax" means all taxes, however, denominated, including any interest,
penalties or other additions to tax that may become payable in respect thereof,
imposed by any federal, territorial, state, local or foreign government or any
agency or political subdivision of any such government, which taxes shall
include, without limiting the generality of the foregoing, all income or profits
taxes (including federal income taxes and state income taxes), real property
gains taxes, payroll and employee withholding taxes, unemployment insurance
taxes, social security taxes, sales and use taxes, ad valorem taxes, excise
taxes, franchise taxes, occupation taxes, real and personal property taxes,
stamp taxes, environmental taxes, transfer taxes and other governmental charges,
and other obligations of the same or of a similar nature to any of the
foregoing, which any person or entity is required to pay, withhold or collect.


                               SECURITY AGREEMENT


     THIS SECURITY  AGREEMENT  ("Agreement") is made as of the 9th day of August
2002, by and among M.I.N.I.M.E.,  INC., a Florida corporation ("Obligor"), FLOOR
DECOR, LLC, a Delaware limited liability company  ("Seller"),  TIGER TELEMATICS,
INC., a Delaware corporation formerly know as Floor Decor, Inc. ("Stockholder").
Seller and  Stockholder  are  referred to  collectively  herein as the  "Secured
Party".


                                    RECITALS:

         WHEREAS, pursuant to an Asset Purchase Agreement among the parties
dated as of August 9, 2002 (the "Purchase Agreement") and an Assignment and
Assumption among the parties dated as of August 9, 2002, the Obligor has agreed
to assume and discharge in accordance with the terms of the Purchase Agreement
and the Assignment and Assumption certain liabilities referred to in the
Purchase Agreement and the Assignment and Assumption as the "Assumed
Liabilities." Capitalized terms not otherwise defined herein shall have their
respective meanings set forth in the Purchase Agreement; and

         WHEREAS, in connection with Obligor's agreement to discharge the
Assumed Liabilities in accordance with the Purchase Agreement and the Assignment
and Assumption, Secured Party desires to obtain from Obligor and Obligor desires
to grant to Secured Party a security interest in certain collateral more
particularly described below.


                                       21


                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. Grant of Security Interest. Obligor hereby grants to Secured Party a
first priority, perfected security interest in the following described property
that is included within the Acquired Assets as such term is defined in the
Purchase Agreement and as such assets are enumerated on Schedule I attached
hereto and incorporated herein (collectively, the "Collateral"):


                   (a) all inventory, including goods held for sale or lease or
         to be furnished under a contract of service and all of the raw
         materials, work in process, finished goods, and packing and shipping
         materials, wherever located, and any documents of title representing
         any of the above, and Obligor's Books relating to any of the foregoing
         (collectively, "Inventory");

                  (b) all machinery, machine tools, motors, equipment,
         furniture, furnishings, fixtures, vehicles (including motor vehicles
         and trailers), tools, parts, dies, jigs, goods (other than consumer
         goods or farm products), and any interest in any of the foregoing, and
         all attachments, accessories, accessions, replacements, substitutions,
         additions, and improvements to any of the foregoing, wherever located
         (collectively, "Equipment"); and
                   (c) all substitutions, replacements, additions, accessions,
         proceeds, products to or of any of the foregoing, including, but not
         limited to, proceeds of insurance covering any of the foregoing, or any
         portion thereof, and any and all proceeds, money, deposits, accounts,
         or other tangible or intangible property resulting from the sale or
         other disposition of any of the foregoing, or any portion thereof or
         interest therein and the proceeds thereof.

         2. Secured Obligations. The security interest granted hereby shall
secure the prompt payment of the Assumed Liabilities in accordance with the
Purchase Agreement and the Assignment and Assumption and the prompt performance
of each of the covenants and duties of Obligor under the Purchase Agreement and
the Assignment and Assumption (the "Obligations").







     3. Representations and Warranties of Obligor. Obligor represents,  warrants
and agrees as follows:

                  (a) After giving effect to the Closing, Obligor will be the
         owner of the Collateral free and clear of any liens and security
         interests. Obligor will defend the Collateral against the claims and
         demands of all persons other than the Secured Party.

                  (b) The address set forth on the signature page hereof is
         Obligor's principal place(s) of business and the location of all
         tangible Collateral and the place where the records concerning all
         intangible Collateral are kept and/or maintained.


                                       22


                  (c) Obligor will pay all costs of filing of financing,
         continuation and termination statements with respect to the security
         interests created hereby, and Secured Party is authorized to do all
         things that it deems necessary to perfect and continue perfection of
         the security interests created hereby and to protect the Collateral.

     4. Agreements With Respect to the Collateral.  Obligor covenants and agrees
with Secured Party as follows:

                  (a) Obligor will not permit any of the Collateral to be
         removed from the location specified herein, except for temporary
         periods in the normal and customary use thereof, without the prior
         written consent of Secured Party.

                  (b) Obligor shall notify Secured Party in writing of any
         change in the location of Obligor's principal place of business (or
         residence) or the location of any tangible Collateral or the place(s)
         where the records concerning all intangible Collateral are kept or
         maintained.

                  (c) Obligor will keep the Collateral in good condition and
         repair and will pay and discharge all taxes, levies and other
         impositions levied thereon as well as the cost of repairs to or
         maintenance of same, and will not permit anything to be done that may
         impair the value of any of the Collateral. If Obligor fails to pay such
         sums, Secured Party may do so for Obligor's account and add the amount
         thereof to the Obligations.

                  (d) Until the occurrence of an Event of Default, Obligor shall
         be entitled to possession of the Collateral and to use the same in any
         lawful manner, provided that such use does not cause excessive wear and
         tear to the Collateral, cause it to decline in value at an excessive
         rate, or violate the terms of any policy of insurance thereon.


                                       23



                  (e) Obligor will not sell, exchange, lease or otherwise
         dispose of any of the Collateral or any interest therein without the
         prior written consent of Secured Party. Notwithstanding the foregoing,
         so long as an Event of Default has not occurred, Obligor shall have the
         right to process and sell Obligor's inventory in the ordinary course of
         business of the Business. Secured Party's security interest hereunder
         shall attach to all proceeds of all sales or other dispositions of the
         Collateral. If at any time any such proceeds shall be represented by
         any instruments, chattel paper or documents of title, then such
         instruments, chattel paper or documents of title shall be promptly
         delivered to Secured Party and subject to the security interest granted
         hereby. If at any time any of Obligor's inventory is represented by any
         document of title, such document of title will be delivered promptly to
         Secured Party and subject to the security interest granted hereby.

                  (f) Obligor will not allow the Collateral to be attached to
         real estate in such manner as to become a fixture or a part of any real
         estate.

                  (g) Obligor will at all times keep the Collateral insured
         against all insurable hazards in amounts equal to the full cash value
         of the Collateral. Such insurance shall be in such companies as may be
         acceptable to Secured Party, with provisions satisfactory to Secured
         Party for payment of all losses thereunder to Secured Party as its
         interests may appear. If required by Secured Party, Obligor shall
         deposit the policies with Secured Party. Any money received by Secured
         Party under said policies may be applied to the payment of the
         Obligations, whether or not due and payable, or at Secured Party's
         option may be delivered by Secured Party to Obligor for the purpose of
         repairing or restoring the Collateral. Obligor assigns to Secured Party
         all right to receive proceeds of insurance not exceeding the amounts
         secured hereby, directs any insurer to pay all proceeds directly to
         Secured Party, and appoints Secured Party Obligor's attorney-in-fact to
         endorse any draft or check made payable to Obligor in order to collect
         the benefits of such insurance. If Obligor fails to keep the Collateral
         insured as required by Secured Party, Secured Party shall have the
         right to obtain such insurance at Obligor's expense and add the cost
         thereof to the Obligations.

                  (h) Obligor will not permit any liens or security interests
         other than those created by this Agreement to attach to any of the
         Collateral, nor permit any of the Collateral to be levied upon under
         any legal process, nor permit anything to be done that may impair the
         security intended to be afforded by this Agreement, nor permit any
         tangible Collateral to become attached to or commingled with other
         goods without the prior written consent of Secured Party.

         5. Remedies Upon Default. For all purposes of this Agreement, any
failure of Obligor to (i) satisfy and discharge each of the Assumed Liabilities
in accordance with the Purchase Agreement and the Assignment and Assumption, and
(ii) promptly perform each of the other covenants and duties of Obligor under
the Purchase Agreement and the Assignment and Assumption, shall constitute an
Event of Default. Upon the occurrence of an Event of Default, Secured Party may
pursue any or all of the following remedies, without any notice to Obligor
except as required below:


                                       24


                   (a) Secured Party may give written notice of default to
         Obligor, following which Obligor shall not dispose of, conceal,
         transfer, sell or encumber any of the Collateral (including, but not
         limited to, cash proceeds) without Secured Party's prior written
         consent, even if such disposition is otherwise permitted hereunder in
         the ordinary course of business. Any such disposition, concealment,
         transfer or sale after the giving of such notice shall constitute a
         wrongful conversion of the Collateral. Secured Party may obtain a
         temporary restraining order or other equitable relief to enforce
         Obligor's obligation to refrain from so impairing Secured Party's
         Collateral.

                  (b) Secured Party may take possession of any or all of the
         Collateral. Obligor hereby consents to Secured Party's entry into any
         of Obligor's premises to repossess Collateral, and specifically
         consents to Secured Party's forcible entry thereto as long as Secured
         Party causes no significant damage to the premises in the process of
         entry (frilling of locks, cutting of chains and the like do not in
         themselves cause "significant" damage for the purposes hereof) and
         provided that Secured Party accomplishes such entry without a breach of
         the peace.

                  (c) Secured Party may dispose of the Collateral at private or
         public sale in accordance with the Uniform Commercial Code. Any
         required notice of sale shall be deemed commercially reasonable if
         given at least five (5) days prior to sale. Secured Party may adjourn
         any public or private sale to a different time or place without notice
         or publication of such adjournment, and may adjourn any sale either
         before or after offers are received. The Collateral may be sold in such
         lots as Secured Party may elect, in its sole discretion. Secured Party
         may take such action as it may deem necessary to repair, protect, or
         maintain the Collateral pending its disposition.

                  (d) Secured Party may recover any or all proceeds of accounts
         from any bank or other custodian who may have possession thereof.
         Obligor hereby authorizes and directs all custodians of Obligor's
         assets to comply with any demand for payment made by Secured Party
         pursuant to this Agreement, without the need of confirmation from
         Obligor and without making any inquiry as to the existence of an Event
         of Default or any other matter. Secured Party may engage a collection
         agent to collect accounts for a reasonable percentage commission or for
         any other reasonable compensation arrangement.

                  (e) Secured Party may notify any or all account debtors that
         subsequent payments must be made directly to Secured Party or its
         designated agent. Such notice may be made over Secured Party's
         signature or over Obligor's name with no signature or both, in Secured
         Party's discretion to the extent consistent with the Uniform Commercial
         Code. Obligor hereby authorizes and directs all existing or future
         account debtors to comply with any such notice given by Secured Party,
         without the need of confirmation from Obligor and without making any
         inquiry as to the existence of an Event of Default or as to any other
         matter.


                                       25



                   (f) Secured Party may, but shall not be obligated to, take
         such measures as Secured Party may deem necessary in order to collect
         any or all of the accounts. Without limiting the foregoing, Secured
         Party may institute any administrative or judicial action that it may
         deem necessary in the course of collecting and enforcing any or all of
         the accounts. Any administrative or judicial action or other action
         taken by Secured Party in the course of collecting the accounts may be
         taken by Secured Party in its own name or in Obligor's name. Secured
         Party may reasonably compromise any disputed claims and may otherwise
         enter into reasonable settlements with account debtors or obligors
         under the accounts, which compromises or settlements shall be binding
         upon Obligor. Secured Party shall have no duty to pursue collection of
         any account, and may abandon efforts to collect any account after such
         efforts are initiated.

                  (g) Secured Party may, with respect to any account involving
         uncompleted performance by Obligor, and with respect to any general
         intangible or other Collateral whose value may be preserved by
         additional performance on Obligor's part, take such action as Secured
         Party may deem appropriate including, but not limited, to performing or
         causing the performance of any obligation of Obligor thereunder, the
         making of payments to prevent defaults thereunder, and the granting of
         adequate assurances to other parties thereto with respect to future
         performance. Secured Party's action with respect to any such accounts
         or general intangibles shall not render Secured Party liable for
         further performance thereunder unless Secured Party so agrees in
         writing.

                  (h) Secured Party may exercise its lien upon and right of
         setoff against any monies, items, credits, deposits or instruments that
         Secured Party may have in its possession and that belong to Obligor or
         to any other person or entity liable for the payment of any or all of
         the Obligations.

                  (i) Secured Party may exercise any right that it may have
         under any other document evidencing or securing the Obligations or
         otherwise available to Secured Party at law or equity.

         6. Audits and Examinations. Secured Party shall have the right, at any
time, by its own auditors, accountants or other agents, to examine or audit any
of the books and records of Obligor, or the Collateral, all of which will be
made available upon request, provided, however, that no such examination or
audit shall unreasonably interfere with the operation of Obligor's business.
Such accountants or other representatives of Secured Party will be permitted to
make any verification of the existence of the Collateral or accuracy of the
records that Secured Party deems necessary or proper. Any reasonable expenses
incurred by Secured Party in making such examination, inspection, verification
or audit shall be paid by Obligor promptly on demand and shall constitute part
of the Obligations. Notwithstanding anything in this paragraph to the contrary,
except upon the occurrence of an Event of Default, Obligor shall not be required
to pay the expenses associated with any such examination more than once in any
calendar year.

         7. Termination Statement. Upon receipt of proper written demand
following the satisfaction and performance in full of the Obligations, Secured
Party shall forthwith send a termination statement with respect to any financing
statement filed to perfect


                                       26


Secured Party's  security  interests in any of the Collateral to Obligor or
cause  such  termination  statement  to be  filed  with the  appropriate  filing
officer(s).

         8. Power of Attorney. Obligor hereby constitutes Secured Party or its
designee, as Obligor's attorney-in-fact with power, upon the occurrence and
during the continuance of an Event of Default, to endorse Obligor's name upon
any notes, acceptances, checks, drafts, money orders, or other evidences of
payment or Collateral that may come into either its or Secured Party's
possession; to sign the name of Obligor on any invoice or bill of lading
relating to any of the accounts receivable, drafts against customers,
assignments and verifications of accounts receivable and notices to customers;
to send verifications of accounts receivable; to notify the Post Office
authorities to change the address for delivery of mail addressed to Obligor to
such address as Secured Party may designate; to execute any of the documents
referred to in Section 3(c) hereof in order to perfect and/or maintain the
security interests and liens granted herein by Obligor to Secured Party; to do
all other acts and things necessary to carry out the purposes of and remedies
provided under this Agreement. All acts of said attorney or designee are hereby
ratified and approved, and said attorney or designee shall not be liable for any
acts of commission or omission (other than acts of gross negligence or willful
misconduct), nor for any error of judgment or mistake of fact or law. This power
being coupled with an interest is irrevocable until all of the Obligations are
paid in full and any and all promissory notes executed in connection therewith
are terminated and satisfied.

     9. Binding  Effect.  This  Agreement  shall inure to the benefit of Secured
Party's successors and assigns and shall bind Obligor's heirs,  representatives,
successors and assigns.

     10. Severability.  If any provision of this Agreement is held invalid, such
invalidity  shall not affect the  validity or  enforceability  of the  remaining
provisions of this Agreement.

     11.  Governing Law and  Amendments.  This Agreement  shall be construed and
enforced  under the laws of the State of Florida  applicable  to contracts to be
wholly  performed in such State.  No amendment or  modification  hereof shall be
effective except in a writing executed by each of the parties hereto.

     12. Survival of Representations  and Warranties.  All  representations  and
warranties  contained  herein or made by or  furnished  on behalf of  Obligor in
connection herewith shall survive the execution and delivery of this Agreement.

     13.  Counterparts.  This  Agreement  may be executed by  facsimile,  in any
number of  counterparts  and by different  parties to this Agreement in separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

     14. Construction and Interpretation. Should any provision of this Agreement
require  judicial  interpretation,  the  parties  hereto  agree  that the  court
interpreting or construing the same shall not apply a presumption that the terms
hereof shall be more strictly  construed against one party by reason of the rule
of  construction  that a document is to be more strictly  construed  against the
party that itself or through its agent  prepared


                                       27


the same, it being agreed that Obligor,  Secured Party and their respective
agents have participated in the preparation hereof.

         15. Consent to Jurisdiction; Exclusive Venue. Obligor hereby
irrevocably consents to the jurisdiction of the United States District Court for
the ________ District of Florida and of all Florida state courts sitting in
Broward County, Florida, for the purpose of any litigation to which Secured
Party may be a party and which concerns this Agreement or the Obligations. It is
further agreed that venue for any such action shall lie exclusively with courts
sitting in Broward County, Florida, unless Secured Party agrees to the contrary
in writing.

         16. Waiver of Trial by Jury. SECURED PARTY AND OBLIGOR HEREBY KNOWINGLY
AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY ACTIONS,
PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE,
AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR
THE LOAN DOCUMENTS.


                  [Remainder of Page Intentionally Left Blank]




                                       28




         IN WITNESS WHEREOF, Obligor and Secured Party have executed this
Agreement, or have caused this Agreement to be executed as of the date first
above written.

                                         OBLIGOR:

                                         M.I.N.I.M.E., INC.


                                         By:
                                                  ------------------------------
                                         Name:              Matt Sailor
                                Title:   President

                                         Address: 6001 Powerline Road
                                                  Fort Lauderdale, Florida 33309


                                         SECURED PARTY:

                                         FLOOR DECOR, LLC



                                         By:     _______________________________
                                         Name:             Michael W. Carrender
                                         Title: Executive Vice President
                                                and Chief Financial Officer





                                         TIGER TELEMATICS, INC.



                                         By:     _______________________________
                                         Name:              Michael W. Carrender
                                         Title: Executive Vice President
                                                and Chief Financial Officer


                     [Signature Page to Security Agreement]


                                       29


                            ASSIGNMENT AND ASSUMPTION


     THIS ASSIGNMENT AND ASSUMPTION,  made as of August 9, 2002, is entered into
by and among FLOOR DECOR, LLC, a Delaware limited liability company  ("Seller"),
TIGER  TELEMATICS,  INC., a Delaware  corporation  formerly know as Floor Decor,
Inc.  ("Stockholder") and M.I.N.I.M.E.,  INC., a Florida corporation  ("Buyer").
RECITALS:

     Buyer, Stockholder and Seller have entered into an Asset Purchase Agreement
dated  August __, 2002 (the  "Purchase  Agreement")  pursuant to which Buyer has
agreed to  purchase  substantially  all of the  assets  of Seller  and to assume
certain  liabilities of Seller and Stockholder.  Unless otherwise defined or the
context  otherwise  requires,  capitalized  terms  used  herein  shall  have the
respective  meanings  given to them in the Purchase  Agreement.  Pursuant to the
terms and  conditions  of the Purchase  Agreement,  Seller and  Stockholder  now
desire to make a formal assignment to Buyer of the Acquired Assets and Buyer now
desires to make a formal  assumption  from Seller and Stockholder of the Assumed
Liabilities, as contemplated by the Purchase Agreement.

     NOW,  THEREFORE,  for and in  consideration of the transfer of the Acquired
Assets, the assumption of the Assumed  Liabilities,  the payment of the Purchase
Price  designated  in Section 2.1 of the Purchase  Agreement  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree as follows.

     Assignment and Conveyance of Assets.  Seller and  Stockholder  hereby sell,
transfer and convey to Buyer all of Seller's and Stockholder's  right, title and
interest in and good and  marketable  title,  free and clear of all  liabilities
(other than Assumed  Liabilities  and  liabilities  consisting of obligations to
perform  the  Assumed  Contracts  from  and  after  the date  hereof),  security
interests,  liens  (including tax liens),  mortgages,  encumbrances,  claims and
rights of others of any kind  whatsoever,  other than the security  interest and
associated  liens  provided for in the Security  Agreement of even date herewith
entered  into by and among the Seller,  the  Stockholder  and the Buyer,  to the
Acquired  Assets  of Seller  listed on  Schedule  I  hereto,  including  without
limitation the Assumed Contracts.  Seller and Stockholder each agrees to execute
and deliver, or cause to be executed and delivered,  and to do or make, or cause
to  be  done  or  made,  any  and  all  instruments,  papers,  acts  or  things,
supplemental,  confirmatory or otherwise, as reasonably may be required by Buyer
for the purposes of perfecting and completing the sale,  transfer and conveyance
to Buyer of the Acquired Assets.

     Assumption of Liabilities. Buyer hereby assumes and agrees to discharge and
perform  all of the  Assumed  Liabilities  set forth on  Schedule  III  attached
hereto,   including  without  limitation  obligations  to  perform  the  Assumed
Contracts from and after the date hereof. Buyer shall discharge and perform each
of the Assumed Liabilities as it becomes due in accordance with its terms, or as
otherwise  set forth in Schedule  III.  Buyer shall  defend,  indemnify and hold
Seller and Stockholder and their respective  subsidiaries and affiliates and the
persons serving as officers,  directors,  partners,  employees or agents thereof
(hereinafter  collectively  referred  to  as  "Seller  Indemnified  Parties"  or
individually  as a "Seller  Indemnified  Party")  harmless  from and against any
damages, liabilities,  losses, fines, penalties, clean-up costs, study costs and
expenses (including, without limitation, reasonable counsel fees and expenses as
the same are incurred) (collectively, "Losses") of any kind or nature whatsoever
that may be sustained or suffered by any of them arising out of or based upon or
in connection with any of the following:  (i) a breach of Buyer's  obligation to
satisfy and discharge in full each of the Assumed Liabilities in accordance with
the terms of this Assignment and Assumption and the Purchase Agreement; and (ii)
any claims of third  parties  arising  out of or relating  to the  ownership  or
operation of the Acquired Assets or the Business by the Buyer  subsequent to the
Closing Date, whether accrued, absolute, contingent or otherwise. Buyer does not
agree to pay or  otherwise  perform,  and  Buyer  shall  not  assume or have any
responsibility,  obligation  or  liability  for or with respect to, the Retained
Liabilities.


                                       30


     This  Assignment and  Assumption  shall be construed and enforced under the
laws of the State of Florida  applicable to contracts to be wholly  performed in
such State. No amendment or modification  hereof shall be effective  except in a
writing executed by each of the parties hereto.



                  [Remainder of Page Intentionally Left Blank]


                                       31



         IN WITNESS WHEREOF, Seller, Stockholder and Buyer each has caused this
Assignment and Assumption to be executed and delivered in a manner sufficient to
bind it, as of the day and year first above written.




                        FLOOR DECOR, LLC



                        By:______________________________
                           Name:    Michael W. Carrender
                           Title:   Executive Vice President
                                    and Chief Financial Officer




                        TIGER TELEMATICS, INC.



                        By:______________________________
                           Name:      Michael W. Carrender
                           Title:     Executive Vice President
                                      and Chief Financial Officer




                        M.I.N.I.M.E., INC.


                        By:______________________________
                             Name:      Matt Sailor
                             Title:     President





                  [Signature Page to Assignment and Assumption]


                       ASSIGNMENT AND ASSUMPTION OF LEASE


     THIS ASSIGNMENT AND ASSUMPTION OF LEASE  ("Assignment"),  made as of August
9,  2002,  by  and  among  TIGER  TELEMATICS,   INC.,  a  Delaware   corporation
("Assignor"),  and  M.I.N.I.M.E.,  INC.,  a  Florida  corporation  ("Assignee"),
provides as follows.

                              W I T N E S S E T H :
                               - - - - - - - - - -

                                       32



         Pursuant to an Asset Purchase Agreement dated as of August 9, 2002 (the
"Purchase Agreement"), Assignee acquired from Assignor certain assets used by
such company in the conduct of its business. Pursuant to a Lease Agreement dated
as of December (the "Lease"), Assignor leased from Lessor certain premises
designated as 7100 S. Military Trac 1, Lake Worth, Florida 33463. Assignor
desires to assign all of its right, title, and interest in, to and under the
Lease to Assignee, and Assignee desires to accept such assignment and assume
certain obligations with respect thereto, all as hereinafter set forth.

         NOW, THEREFORE, for and in consideration of the payment of the purchase
price provided for in the Purchase Agreement and other good and valuable
consideration, the receipt and sufficiency of which each party hereby
acknowledges, the parties agree as follows.

     1. Assignment and Assumption.  Assignor hereby sells, transfers and conveys
to Assignee all of Assignor's right,  title and interest in and to the Lease. In
consideration of the foregoing assignment, Assignee hereby assumes and agrees to
observe,  keep,  carry out and perform all of Assignor's  obligations  under the
Lease that may arise after the date of this Agreement.

     2.  Conveyance.  Assignor  agrees to execute  and  deliver,  or cause to be
executed and delivered,  and to do or make, or cause to be done or made, any and
all  instruments,   papers,  acts  or  things,  supplemental,   confirmatory  or
otherwise,  as reasonably  may be required by Assignee or Lessor for the purpose
of perfecting and completing the assignment of the Lease to Assignee.

     3.  Assignor  Indemnification.  Assignor  undertakes  and  agrees  to  hold
Assignee,  its  successors  and assigns,  its or their  partners,  shareholders,
directors,  and officers,  harmless from, against, and in respect of any and all
damages, losses, costs, liabilities, claims, obligations,  penalties, judgments,
fines,  assessments,  and  expenses,  including  without  limitation  reasonable
attorneys'  fees,  actually  incurred or suffered by Assignee arising out of, in
connection  with, or with respect to any and all  proceedings,  whether civil or
criminal,  actions,  causes of action,  suits,  claims,  demands, or settlements
involving  any breach,  misrepresentation  or other  violation  in any  material
respect  of  any  of  Assignor's  covenants  or  agreements  contained  in  this
Assignment or any claims of third parties  arising out of the Lease with respect
to occurrences arising on or prior to the date hereof.

     4.  Assignee  Indemnification.  Assignee  undertakes  and  agrees  to  hold
Assignor, its successors and assigns,  partners,  shareholders,  directors,  and
officers, harmless from, against, and in respect of any and all damages, losses,
costs,  liabilities,   claims,   obligations,   penalties,   judgments,   fines,
assessments,  and expenses,  including without limitation  reasonable attorneys'
fees,  actually  incurred or suffered by Assignor  arising out of, in connection
with,  or with respect to any and all  proceedings,  whether  civil or criminal,
actions, causes of action, suits, claims, demands, or settlements


                                       33


     involving any breach,  misrepresentation or other violation in any material
respect  of  any  of  Assignee's  covenants  or  agreements  contained  in  this
Assignment or any claims of third parties  arising out of the Lease with respect
to occurrences arising after the date hereof.

     5.  Miscellaneous.  This  Assignment  shall be  governed  by,  and shall be
construed in accordance with, the laws of Florida and shall inure to the benefit
of, and shall be binding  upon,  the  respective  successors  and assigns of the
parties  hereto.  This  Assignment may be executed in any number of counterparts
and each will be considered an original,  and together they will  constitute one
agreement.


         IN WITNESS WHEREOF, each party has caused this Assignment to be
executed and delivered in a manner sufficient to bind it, as of the day and year
first above written.


TIGER TELEMATICS, INC.                               M.I.N.I.M.E., INC.



           By: _________________________      By: _________________________
           Title: Executive Vice President        Title: President
                 And Chief Financial Officer
           Date: August 9, 2002                   Date: August 9, 2002



                       ASSIGNMENT AND ASSUMPTION OF LEASE


     THIS ASSIGNMENT AND ASSUMPTION OF LEASE  ("Assignment"),  made as of August
9, 2002,  by and among FLOOR DECOR,  LLC, a Florida  limited  liability  company
("Assignor"),  and  M.I.N.I.M.E.,  INC.,  a  Florida  corporation  ("Assignee"),
provides as follows.

                              W I T N E S S E T H :
                              - - - - - - - - - -

         Pursuant to an Asset Purchase Agreement dated as of August 9, 2002 (the
"Purchase Agreement"), Assignee acquired from Assignor certain assets used by
such company in the conduct of its business. Pursuant to a Lease Agreement dated
as of


                                       34


December (the "Lease"), Assignor leased from Lessor certain premises
designated as 6001 Powerline Road, Fort Lauderdale, Florida 33309. Assignor
desires to assign all of its right, title, and interest in, to and under the
Lease to Assignee, and Assignee desires to accept such assignment and assume
certain obligations with respect thereto, all as hereinafter set forth.

         NOW, THEREFORE, for and in consideration of the payment of the purchase
price provided for in the Purchase Agreement and other good and valuable
consideration, the receipt and sufficiency of which each party hereby
acknowledges, the parties agree as follows.

     4. Assignment and Assumption.  Assignor hereby sells, transfers and conveys
to Assignee all of Assignor's right,  title and interest in and to the Lease. In
consideration of the foregoing assignment, Assignee hereby assumes and agrees to
observe,  keep,  carry out and perform all of Assignor's  obligations  under the
Lease that may arise after the date of this Agreement.

     5.  Conveyance.  Assignor  agrees to execute  and  deliver,  or cause to be
executed and delivered,  and to do or make, or cause to be done or made, any and
all  instruments,   papers,  acts  or  things,  supplemental,   confirmatory  or
otherwise,  as reasonably  may be required by Assignee or Lessor for the purpose
of perfecting and completing the assignment of the Lease to Assignee.

     6.  Assignor  Indemnification.  Assignor  undertakes  and  agrees  to  hold
Assignee,  its  successors  and assigns,  its or their  partners,  shareholders,
directors,  and officers,  harmless from, against, and in respect of any and all
damages, losses, costs, liabilities, claims, obligations,  penalties, judgments,
fines,  assessments,  and  expenses,  including  without  limitation  reasonable
attorneys'  fees,  actually  incurred or suffered by Assignee arising out of, in
connection  with, or with respect to any and all  proceedings,  whether civil or
criminal,  actions,  causes of action,  suits,  claims,  demands, or settlements
involving  any breach,  misrepresentation  or other  violation  in any  material
respect  of  any  of  Assignor's  covenants  or  agreements  contained  in  this
Assignment or any claims of third parties  arising out of the Lease with respect
to occurrences arising on or prior to the date hereof.

         4. Assignee Indemnification. Assignee undertakes and agrees to hold
Assignor, its successors and assigns, partners, shareholders, directors, and
officers, harmless from, against, and in respect of any and all damages, losses,
costs, liabilities, claims, obligations, penalties, judgments, fines,
assessments, and expenses, including without limitation reasonable attorneys'
fees, actually incurred or suffered by Assignor arising out of, in connection
with, or with respect to any and all proceedings, whether civil or criminal,
actions, causes of action, suits, claims, demands, or settlements involving any
breach, misrepresentation or other violation in any material respect of any of
Assignee's covenants or agreements contained in this Assignment or any claims of


                                       35


third parties arising out of the Lease with respect to occurrences arising after
the date hereof.

         5. Miscellaneous. This Assignment shall be governed by, and shall be
construed in accordance with, the laws of Florida and shall inure to the benefit
of, and shall be binding upon, the respective successors and assigns of the
parties hereto. This Assignment may be executed in any number of counterparts
and each will be considered an original, and together they will constitute one
agreement.


         IN WITNESS WHEREOF, each party has caused this Assignment to be
executed and delivered in a manner sufficient to bind it, as of the day and year
first above written.


FLOOR DECOR, LLC                            M.I.N.I.M.E., INC.


           By: _________________________      By: _________________________
              Title: Executive Vice President     Title: President
                     And Chief Financial Officer
              Date: August 9, 2002               Date: August 9, 2002





                                       36