POCKETSPEC TECHNOLOGIES INC
PURCHASE AND SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>2
<FILENAME>pocket8kexps_8202004.txt
<DESCRIPTION>PURCHASE AND SALE AGREEMENT
<TEXT>
                                                                   Exhibit 10.19


                           Purchase and Sale Agreement
              (With Operating and Marketing Agreement Incorporated)

                                 August 17, 2004

     This Purchase and Sale Agreement  hereinafter  (the  "Agreement")  made and
entered  between  PocketSpec  Technologies  Inc.,  hereinafter  referred  to  as
("PocketSpec") and Color-Spec  Technologies,  Inc.,  hereinafter  referred to as
("Color-Spec").

     WHEREAS,  PocketSpec  desires to separate its operations into two parts and
at the same time enhance its  financial  statement and pay  significant  accrued
operating expense.

     WHEREAS, Color-Spec is a wholly owned subsidiary corporation of PocketSpec,
and will serve  nicely to  restructure  financing  and  business  operations  of
PocketSpec.  The directors have authorized the issuance of 100,000 shares of its
common stock in Color-Spec to PocketSpec.

     WHEREAS,  PocketSpec  and  Color-Spec  have  also  agreed  to  terms  of an
Operating and Marketing  Agreement which is incorporated  into this Agreement as
an  integral  component  to  this  Agreement  which  governs  required  combined
operations  of the  business  affairs for a limited term  expiring  December 31,
2004, except as set forth in section 3. d. ix.

     WHEREAS,  PocketSpec  and  Color-Spec  have entered into this  Agreement to
recite and set down the terms and conditions of the Agreement.

                                    Agreement

     The terms and  conditions  of the purchase  and sale and salient  terms are
described as follows:

<PAGE>

1.   For and in consideration of the Purchase Price described in this Agreement,
     PocketSpec  hereby conveys to Color-Spec  every asset it owns in connection
     with the operation of its color  technology  business,  including by way of
     example, but not limited to the following:

     a.   Inventory  of  assembled  color  sensing  devices  and all  its  other
          component parts; and

     b.   All furniture, fixtures, equipment, computers, software, telephone and
          security systems, supplies; and

     c.   Assignment  of lessee's  interest  in leases for office  space at 3225
          East 2nd Avenue, Denver, Colorado 80206 and the Minolta copy machines;
          and

     d.   All of  PocketSpec's  right,  title  and  interest  in and to  current
          agreements  of a  beneficial  interest,  including  for  example,  its
          agreement with Logicol, S.r.l. ("Logicol") dated May 21, 2004, subject
          to a current  liability  owed to Logicol  for 2nd  Quarter  PocketSpec
          sales of $4,935.00. This liability is included in a list of short term
          liabilities to be paid pursuant to the terms of the Agreement; and

     e.   A  patent  referred  to  the  Colorimeter   Patent,   to  be  formally
          transferred as soon as possible by IP counsel,  subject to maintenance
          fees,  and a pending  patent  approved  and  presently  in the name of
          Color-Spec  referred to as the Wagner Patent which is expected to have
          a patent  number  assigned  to it in the  next 2  months,  subject  to
          expenses and maintenance associated with that patent; and

                                        2
<PAGE>

     f.   All trademarks issued and pending, subject to expenses and maintenance
          associated with the said  trademarks.  Separate  assignments  shall be
          prepared for execution by IP counsel; and

     g.   The non-exclusive use of the business name of PocketSpec  Technologies
          Inc.,  telephone  numbers  and  email  addresses,   which  rights  are
          described in Operating and Marketing Agreement below; and

     h.   All websites,  domain names and graphics material currently maintained
          by Parminder Rai; and

     i.   All  beneficial  interests of  PocketSpec in its core  operations  and
          business.

2.   Purchase  Price.  Color-Spec will pay to PocketSpec the purchase price that
     includes multiple components, described as follows:

     a.   Fixed costs  established  by  settlement  agreements  with  creditors,
          employees,  affiliates  and  vendors  of  PocketSpec  in the amount of
          $1,768,627.14.  There is a list of these people and companies attached
          hereto as Exhibit "A". Payment of this sum is by execution of a series
          of  three-year  8%  interest  promissory  notes,  to be secured by the
          assets  acquired from  PocketSpec.  A list of  promissory  notes to be
          executed in the amount of  $1,908,627.14  is attached as Exhibit  "B".
          Included  in the list in F.  Jeffrey  Krupka  who has agreed to accept
          $140,000.00 as a settlement of future employment benefits,  plus other
          sums  owed to him.  His  promissory  notes  total  $416,825.72,  which
          represents  an excess  payment of  $140,000.00.  The excess  amount of
          $140,000.00  is  agreed  to be  paid  back  by F.  Jeffrey  Krupka  to
          Color-Spec and/or  PocketSpec to settle a list of short-term  accounts
          payable shown as Exhibit "C".

                                        3
<PAGE>

     b.   Variable  and  undetermined  costs  included  in  the  purchase  price
          described as follows:

          i.   The actual  payment to satisfy  the list of  short-term  accounts
               payable in the Exhibit "C"; and

          ii.  The actual  operating  costs of the business  from August 1, 2004
               through  December  31,  2004  which  Color-Spec  agrees to pay in
               accordance with the Operating and Marketing Agreement; and

          iii. The costs owed to settle the Minolta  lease,  which  according to
               Minolta has a payoff of approximately $72,000.00.  Color-Spec may
               negotiate a discount or other settlement of the lease, but in any
               event,  Color-Spec  indemnifies and holds harmless PocketSpec for
               all costs and liabilities thereon; and

          iv.  To the extend  possible these variable and uncertain costs of the
               acquisition will be ascertained by December 31, 2004; and

          v.   Continued  variables detailed in the said Operating and Marketing
               Agreement,  such as the difference  between  operating income and
               operating expenses from August 1, 2004 through December 31, 2004.

3.   PocketSpec and Color-Spec  agree to the terms of an Operating and Marketing
     Agreement as part of the terms and  conditions of this  Agreement,  briefly
     described as follows:

                                        4
<PAGE>

     a.   PocketSpec  has a known name and  established  websites,  credit  card
          accounts  and bank  accounts.  Color-Spec  shall  operate the business
          through PocketSpec  through December 31, 2004 for convenience,  but at
          the expense of Color-Spec; and

     b.   PocketSpec  and Logicol  have an  existing  500,000  shares  option to
          purchase  restricted stock at a price of $.08 per shares dated May 21,
          2004 (the "Logicol  Option"),  which is, expires January 31, 2005. The
          Logicol  Option  was  granted as part of a  Software  Development  and
          Marketing  Agreement  also dated May 21,  2004.  This  option has been
          partially exercised, leaving 438,317 shares detailed below.

          i.   Logicol  and   PocketSpec   by  a  separate   memorandum   (email
               correspondence)  have agreed that Logicol will accept delivery of
               shares  of  stock  in lieu  of1/2of  its 20% fee  entitlement  to
               product and software  sales through  December 31, 2004 which will
               be treated as partial exercise of the Logicol Option. Pursuant to
               memorandum,   Giorgio   Stevanato  is  to  receive  these  shares
               personally,  and he has been  authorized  the  issuance of 61,683
               shares at a value of $4,935.00 for  entitlement  through July 31,
               2004.  PocketSpec  agrees  to set  aside as  needed  or issue the
               438,317 shares of stock in accordance with the memorandum and the
               Logicol  Option.  PocketSpec  shall  retain all  moneys  that are
               received for the exercise of the stock  options,  whether or not,
               credited  to fee  entitlement  owed to Logicol.  The  schedule of
               short-term debts (Exhibit "C") reflects a debt of $4,935.00 which
               will be paid by  Color-Spec,  for the unpaid cash  portion of the
               July 31, 2004 entitlements due Logicol.

                                        5
<PAGE>

     c.   PocketSpec  has  previously  agreed to pay some of its debts  owed for
          proper  services by issuing  stock.  Although the  issuances  shall be
          after  July 31,  2004,  they  shall not be  considered  debts  owed by
          Color-Spec for the purposes of the Operating and Marketing  Agreement.
          Specific issuances applicable to this section:

          i.   186,713  shares of S-8 stock to David  Wagner  for the  credit of
               David Wagner and Associates;

          ii.  60,000 shares of S-8 stock to PocketSpec's press release firm for
               credit to PocketSpec's contract with MacReport.Net, with issuance
               to its consultant, V. William Lucchetti Jr.;

          iii. 40,000  shares of S-8 stock to  Parminder  Rai for  credit to web
               services and his  entitlement  to revenues from Logicol  software
               sales through July 31, 2004;

          iv.  175,000 shares of restricted  stock to Chris Wrigley for invoices
               through 7-31-04.

     d.   Product sales and costs of operation through December 31, 2004:

          i.   During this  period  PocketSpec  shall  continue to make sales of
               products  and  software.  PocketSpec  shall  owe  Color-Spec  the
               proceeds of the sales on December  31,  2004 in  accordance  with
               Settlement of Accounts below; and

                                        6
<PAGE>

          ii.  During  this period  PocketSpec  shall pay as a  convenience  for
               Color-Spec  agreed sums on compensation  agreements in accordance
               with their  terms to Cynthia  Kettl,  Janet  Brophy,  F.  Jeffrey
               Krupka,  Frank Krupka,  Gregg Wagner,  Logicol S.r.l.,  and other
               agreed  service  and  product   vendors.   Color-Spec  shall  owe
               PocketSpec  the  expenses  paid on its  behalf by  PocketSpec  on
               December  31,  2004 in  accordance  with  Settlement  of Accounts
               below; and

          iii. During this period,  or anytime  thereafter,  if the company name
               "PocketSpec   Technologies  Inc."  is  abandoned  by  a  vote  of
               PocketSpec's shareholders, Color-Spec shall be able to change its
               name to PocketSpec Technologies Inc.; and

          iv.  During this  period,  Color-Spec  shall  prepare to take over the
               operations including product sales and servicing of expenses,  as
               well as opening bank accounts,  establishing credit card merchant
               accounts,  payroll  accounts,  IRS and  Colorado  State  employer
               registration, etc.

          v.   During this period and forever thereafter, any written agreements
               to  distribute   products  and  software   require  approval  and
               signatures of Color-Spec.  As part of any  agreement,  Color-Spec
               has permission to authorize the use and marketing of products and
               software with or without the branding name of PocketSpec; and

          vi.  During  this  period,  or so  long  as  PocketSpec  is  the  sole
               shareholder of Color-Spec,  it may investigate the possibility of
               selling  its   ownership   interest  in   Color-Spec  to  others.
               Therefore,  it is  incumbent  on the  directors  and  officers of
               Color-Spec  to not enter into any  financial  obligations  beyond
               December  31,  2004,   except  for  marketing  and   distribution

                                        7
<PAGE>

               agreements  beneficial to Color-Spec and intended to increase its
               sales and its market  value.  These  marketing  and  distribution
               agreements  may be for terms of up to three  years.  Compensation
               agreements may be structured to operate on a month-to-month basis
               thereafter, or at will, but any may be terminated on a thirty-day
               notice with no further  compensation due to engages,  consultants
               or employees; and

          vii. During this period, any  contributions,  gifts,  discounts,  free
               products or services received shall belong to Color-Spec; and

          viii.Settlement of Accounts:  Effective December 31, 2004,  Color-Spec
               and  PocketSpec  shall  complete  an  accounting  for debts  owed
               between the two  companies.  The debts  shall be  adjusted  and a
               promissory  note will be made  payable to the company who is owed
               money  after  the   accounting  is  completed.   Payment  of  the
               promissory  note  shall be a  single  payment  due July 1,  2005,
               together  with  interest  at 6% per annum,  without  penalty  for
               prepayment.

          ix.  Early  Termination:  If for any reason the officers and directors
               of  PocketSpec  should  resign,  Color-Spec  shall  take over all
               operations  effective the date of resignation,  in which case the
               date of December  31, 2004 date set forth above shall be adjusted
               accordingly.

4.   Other terms and conditions:

     a.   PocketSpec shall pay for the following costs:

          i.   The costs of SEC audits after the 3rd Quarter,  meaning the 10KSB
               for fiscal year 2004-2005, and reporting for quarters thereafter;
               and

                                        8
<PAGE>

          ii.  Legal fees and consulting fees pursuant to  acquisitions  that it
               intends to pursue; and

          iii. Sales commissions and consulting fees associated with the sale of
               its ownership interest in Color-Spec; and

          iv.  Costs of income taxes and accounting for  consolidated  financial
               reporting of the  operations  of  Color-Spec  and tax returns for
               periods that PocketSpec is the owner of the stock in Color-Spec.

     b.   Color-Spec  shall pay for all other  costs  related  to the assets and
          technology it has acquired from PocketSpec.

     c.   PocketSpec and Color-Spec agree that no additional  shares of stock in
          Color-Spec  shall be issued  without the approval of the  directors of
          both companies.

     d.   PocketSpec  guarantees delivery of assignments to its patents,  issued
          and  pending as well as all  trademarks,  pending and issued not later
          than  September 16, 2004.  This is critical,  so that  Color-Spec  can
          perfect its  agreement to grant  security  agreement  and interests to
          secure the promissory notes described in the attached Exhibit "B".

     e.   Color-Spec  may  alternatively  satisfy  or  assume  the  indebtedness
          described  in the  attached  Exhibit  "C",  therefore a release by the
          creditor(s)  listed  in  the  list  will  relieve  Color-Spec  of  the
          responsibility for cash payment(s).

                                        9
<PAGE>


PocketSpec Technologies Inc.                 Color-Spec Technologies, Inc.

/s/ Janet Brophy                             /s/ Cynthia Kettl
----------------------------------          ----------------------------------
Janet Brophy, President                     Cynthia Kettl, Secretary/ Treasurer


                                       10

<PAGE>

                                   Exhibit "A"
                                   -----------


Settlement notes                Jeff Krupka                      $140,000.00
Settlement notes                Janet Brophy                     $104,000.00
Settlement notes                Gregg Wagner                     $104,000.00
Settlement notes                Cynthia Kettl                    $104,000.00
Settlement notes                Frank Krupka                      $52,000.00
Settlement notes                Philip Robertson                  $52,000.00
Installment loans               B 7 Brand LLC                    $474,579.63
Installment loans               Gregg Wagner                      $29,104.32
Installment loans               Cynthia Kettl                     $24,017.05
Installment loans               KBP                               $45,926.88
Installment loans               Norm Lakin                        $15,949.22
Installment loans               Wraith Moon House                  $6,351.11
Installment loans               Janet Brophy                      $29,414.76
Expense reimbursements          Janet                             $51,713.88
Expense reimbursements          Jeff's new charges                $54,325.72
Expense reimbursements          Cynthia                           $12,826.47
Expense reimbursements          Frank                             $19,235.86
Short term loans                Asset Realization Inc              $1,632.39
Expense reimbursements          Janet Brophy                       $8,821.82
Expenses reimbursements         Gregg Wagner & Linda                 $629.03
Installment loan                B 7 Brand LLC                     $37,150.00
Installment loan                Cherry Creek Cottage LLC          $77,000.00
Wages through 7-31-04           Cynthia Kettl                     $81,000.00
Wages through 7-31-04           Frank Krupka                      $43,944.00
Wages through 7-31-04           Janet Brophy                     $116,505.00
Wages through 7-31-04           Jeff Krupka                       $82,500.00

                            Totals                             $1,768,627.14


                                       11
<PAGE>


                                   Exhibit "B"
                                   -----------


  Note Number   Beneficiaries                Amount of Note    Payment Amount
  -----------   -------------                --------------    --------------
       1        F. Jeffrey Krupka            $136,825.72        $1,434.00
       2        F. Jeffrey Krupka             $23,000.00          $241.00
       3        F. Jeffrey Krupka             $59,500.00          $623.00
       4        F. Jeffrey Krupka             $50,500.00          $530.00
       5        F. Jeffrey Krupka             $45,000.00          $471.00
       6        F. Jeffrey Krupka             $39,500.00          $414.00
       7        F. Jeffrey Krupka             $34,000.00          $356.00
       8        F. Jeffrey Krupka             $28,500.00          $298.00
       9        Janet Brophy                 $310,455.46        $3,254.00
      10        Frank K. Krupka and
                Jacqueline S. Krupka         $115,179.86        $1,207.00
      11        Cynthia Kettl                $221,843.52        $2,325.00
      12        Gregg Wagner and
                Linda Wagner                 $133,733.35        $1,402.00
      13        B 7 Brand LLC                $411,729.63        $4,315.00
      14        Cherry Creek Cottage LLC      $77,000.00          $807.00
      15        Wraith Moon House LLC          $6,351.11           $67.00
      16        Asset Realization, Inc.        $1,632.39           $17.00
      17        Krupka-Brophy Profit
                Sharing Plan                  $45,926.88          $480.00
      18        Norman Lakin                  $15,949.22          $168.00
      19        Edmond Johnson                $50,000.00          $523.00
      20        Philip Robertson              $50,000.00          $523.00
      21        Philip Robertson              $52,000.00          $545.00
                Total                      $1,908,627.14       $20,000.00

                                       12
<PAGE>


                                   Exhibit "C"
                                   -----------

        Rapport                                             $5,390.00
        Longmont Plastics                                     $800.00
        ADT Security                                           $91.16
        All-American                                        $5,213.46
        American Exhibition Services                          $272.00
        Browning - Ferris Industries                           $45.00
        C2 Media                                            $6,544.15
        City & County of Denver                                $25.00
        Comcast                                               $476.54
        Comprehensive Computing                                $90.00
        Cordovano & Harvey                                    $102.50
        Corporate Stock Transfer                            $1,226.47
        Federal Express                                     $1,817.97
        Freeman Companies                                     $211.00
        Island Sun Times                                    $2,432.00
        Metro Comp                                            $300.00
        Minolta                                             $7,050.45
        Payroll 1                                              $30.00
        PR Newswire                                         $1,965.00
        Rot Nguyen                                            $255.00
        Saelig Co.                                          $1,609.00
        Seko Worldwide                                        $587.49
        Sentry Property Service                               $393.00
        Service By Air                                      $1,436.99
        Sprint                                                 $20.56
        Telecom Elec Supply                                   $482.34
        Treasurer - City & County of Denver                 $3,952.40
        Waste Management                                      $226.59
        Westec Plastics                                    $11,344.19
        Western Die                                         $1,076.00
        Wings Courier                                          $12.00
        Excel Energy                                          $519.00
        American Family Insurance                           $1,088.90
        Cherry Creek Cottage LLC - NNN Charges             $22,532.59
        Cherry Creek Cottage LLC - Rents due               $15,850.00
        Logicol, S.r.l..                                    $4,935.00
        Parminder Rai                                       $2,974.00
        Gregg Wagner                                        $1,450.00
        SEC - Audit allowance                              $12,000.00
        PST - payment of wages to former employees          $5,711.30
        MacReport.Net                                       $2,600.00
        Miscellaneous costs                                $14,860.95

        Total:                                            $140,000.00

                                                       13




</TEXT>
</DOCUMENT>
