Zann Corp
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                            STOCK PURCHASE AGREEMENT


     THIS  AGREEMENT  is made this 27th day of June, 2005, by and between ROBERT
C.  SIMPSON,  or  ZANN  Corp.,  a  Nevada  corporation,  as  his  nominee  (the
"Purchaser")  and  CHARLES  DUKE  and  JONATHON DEREK SELTZER (collectively, the
"Sellers"),  significant  stockholders  of  SARTAM  INDUSTRIES,  INC., a Florida
corporation  ("Sartam").

     WHEREAS,  the  Sellers  jointly  own  1,795,250  shares  of  the issued and
outstanding  common  stock,  par  value  $0.01  per share, of Sartam and 164,601
shares of the issued and outstanding convertible preferred stock, second series,
par  value  $0.01  per  share, of Sartam (collectively, the "Sartam Stock"); and

     WHEREAS,  the Sellers desire to sell all of their right, title and interest
in  the  Sartam  Stock  to  the  Purchaser  as  hereinafter  provided;  and

     WHEREAS,  the Purchaser desires to purchase all of the shares of the Sartam
Stock  from  the  Sellers;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  agree  as  follows:

     1.     Sale and Purchase.  Upon the terms and subject to the conditions set
            -----------------
forth  in  this  Agreement,  the Sellers shall sell, assign, and transfer to the
Purchaser  all shares of the Sartam Stock owned by the Sellers at the closing of
this  Agreement  (the  "Closing"), free and clear of all liens and encumbrances,
except those restrictions imposed by the Securities Act of 1933, as amended (the
"Securities  Act")  and  other applicable securities laws or this Agreement, and
the  Purchaser  shall  accept  from the Sellers at the Closing all shares of the
Sartam  Stock  owned  by  the  Sellers.

     2.     The  Purchase  Price.  The purchase price for the Sartam Stock to be
            --------------------
purchased  hereunder  shall  be  $4,400,000,  which shall be payable as follows:

          (a)     The  sum  of  $200,000  payable  in  cash  at  the  Closing;

          (b)     In  addition,  the  sum  of $4,200,000 shall be payable in the
form  of  a  promissory  note  of  the  Purchaser  bearing no interest except as
otherwise  provided  therein (the "Note"), a copy of which is attached hereto as
Attachment  A.  To  secure  payment of the Note, the Purchaser shall execute and
-------------
deliver  to  the  Sellers  at  the  Closing  that certain Stock Pledge Agreement
covering  the  shares  of  the  Sartam  Stock  to  be sold hereunder in the form
attached  hereto  as  Attachment  B.
                      -------------

          (c)     The  purchase  price shall be allocated for federal income tax
purposes,  $1.00  to  each share the common stock, par value $0.01 per share, of
Sartam  issued  May  17, 2005 and restricted by the May 14, 2005 Sartam Board of
Directors  Meeting  minutes  covering  a  total of 490,700 shares of such common
stock  and  the  remainder  to  the  other  shares  of  the  Sartam  Stock.

     3.     Escrow.  At  the  Closing,  the  Sellers  shall place in escrow with
            ------
Burgess,  Harrell,  Mancuso, Olson & Colton, P.A. (the "Escrow Agent"), pursuant
to  the  terms  of that certain Escrow Agreement attached hereto as Attachment C
                                                                    ------------
(the  "Escrow  Agreement") the Sartam Stock to be purchased hereunder (sometimes
hereinafter referred to as the "Escrowed Shares").  The Escrowed Shares shall be
accompanied  by  stock  powers  duly  executed  by  the  Sellers in favor of the
Purchaser in the form attached hereto as Attachment D, which will be utilized to
                                         ------------
transfer  the  Escrowed  Shares to the Purchaser upon satisfaction of all of the
terms  of  the  Note,  the  Stock  Pledge  Agreement,  the Escrow Agreement, the
Consulting  Agreements  hereinafter  described  (collectively,  the  "Other
Agreements") and this Agreement.  Upon completion and satisfaction of all of the
terms  hereof  and  the  Other  Agreements,  the  Escrow Agent shall deliver the
Escrowed  Shares  to  the Purchaser in accordance with the Escrow Agreement free
and  clear  of  all liens and encumbrances other than the legend required by the
Securities  Act described below.  So long as there has been no default under the
Other  Agreements  or  this  Agreement,  the  Purchaser


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<PAGE>
shall  have  the  right  to  vote  the shares of the Sartam Stock to be acquired
hereunder  in  accordance  with  the  Stock  Pledge  Agreement.

     4.     Restrictive  Legend.  All shares of the Sartam Stock to be delivered
            -------------------
hereunder  shall  bear  a  restrictive legend described in the Securities Act in
substantially  the  following  form:

     "THE  SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT
WITH  RESPECT  THERETO  IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE  SECURITIES  LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES  ACT."

     5.     Consulting  Agreements.  At  the  Closing,  each of the Sellers will
            ----------------------
enter  into a consulting agreement with ZANN Corp. (the "Consulting Agreements")
as  described  in Attachment E hereto, which will provide for payment of $10,000
                  ------------
per month, beginning 30 days following the Closing, to each of the Sellers to be
payable  in  cash,  for  services  to  be  rendered to ZANN Corp. by each of the
Sellers.  Each  of  the  Consulting  Agreements  will  be  for  general business
consulting  and  cannot  be canceled other than pursuant to the applicable terms
thereof.

     The  $10,000  per  month  may  be  paid with ZANN Corp. S-8 stock (the "S-8
Stock")  to  be issued to each of the Sellers having a value of at least $10,000
at  the  time  of issuance.  It is understood that the S-8 Stock will be sold by
each  of  the Sellers and the proceeds thereof will be applied to the payment of
the  obligation  prescribed in the Consulting Agreement for each of the Sellers.
If the proceeds from the sale of the S-8 Stock do not equal at least $10,000 per
month,  ZANN Corp. will issue additional shares of the S-8 Stock so that each of
the  Sellers  will  receive at least $10,000 each month from the sale of the S-8
Stock.  The  Sellers  agree that any proceeds from the S-8 stock will be applied
to  the $10,000 per month consulting fees.  After the Consulting Agreements have
been  fully  performed, any overpayment held by the Sellers shall be returned to
ZANN  Corp.

     6.     Sartam  Audit.  Following  the  Closing, the Purchaser will begin an
            -------------
audit  of  Sartam at the Purchaser's sole cost and expense.  Each of the Sellers
shall  cooperate  fully  and  promptly with all material and reasonable requests
made  by  the  Purchaser  and  its  auditors  in  connection  with  the  audit.

     7.     Construction  of  Packaging  Machines.  Following  the  Closing, the
            -------------------------------------
Purchaser  shall  cause  Sartam  to begin the construction of packaging machines
which  will  become  part of the inventory of Sartam.  Until complete compliance
with this Agreement and the Other Agreements, all proceeds from the sales of the
packaging  machines  shall  be  paid  to  Sartam.

     8.     Representations  and  Warranties  of  the  Sellers.  Where  a
            --------------------------------------------------
representation  contained  in  this Agreement is qualified by the phrase "to the
best  of  the  Sellers' knowledge" (or words of similar import), such expression
means  that,  after having conducted a due diligence review, the Sellers believe
the  statement  to  be  true,  accurate,  and complete in all material respects.
Knowledge  shall  not  be  imputed  nor  shall it include any matters which such
person  should have known or should have been reasonably expected to have known.
The  Sellers  represent and warrant to the Purchaser to the best of the Sellers'
knowledge  as  follows:

          (a)     Power  and  Authority.  The  Sellers  have  full  power  and
                  ---------------------
authority  to  execute,  deliver,  and  perform  this  Agreement  and  all other
agreements,  certificates  or  documents to be delivered in connection herewith,
including,  without limitation, the other agreements, certificates and documents
contemplated  hereby  (collectively  the  "Other  Agreements").

          (b)     Binding  Effect.  Upon  execution and delivery by the Sellers,
                  ---------------
this  Agreement  and  the  Other  Agreements  shall be and constitute the valid,
binding and legal obligations of the Sellers, enforceable against the Sellers in
accordance  with  the  terms  hereof  and  thereof, except as the enforceability
hereof or thereof may be subject to the effect of (i) any applicable bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws  relating


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<PAGE>
to  or  affecting  creditors'  rights  generally, and (ii) general principles of
equity  (regardless of whether such enforceability is considered in a proceeding
in  equity  or  at  law).

          (c)     Effect.  Neither  the execution and delivery of this Agreement
                  ------
or the Other Agreements nor full performance by the Sellers of their obligations
hereunder  or thereunder will violate or breach, or otherwise constitute or give
rise  to  a  default  under,  the  terms  or  provisions  of  the  Articles  of
Incorporation,  or  the  Bylaws  of Sartam, or, subject to obtaining any and all
necessary consents, of any contract, commitment or other obligation of Sartam or
necessary for the operation of the business of Sartam (the "Business") following
the  Closing  or any other material contract, commitment, or other obligation to
which  Sartam is a party, or create or result in the creation of any encumbrance
on any of the property of Sartam.  Sartam is not in violation of its Articles of
Incorporation, or the Bylaws, or of any indebtedness, mortgage, contract, lease,
or other agreement or commitment in any way which would materially and adversely
affect  the  transactions  contemplated  hereby.

          (d)     No  Contracts,  Arrangements,  etc.  There  are  no contracts,
                  ----------------------------------
arrangements,  understandings or relationships (legal or otherwise) among any of
the  parties  to  this  Agreement, or any other person with respect to any other
securities  of  Sartam,  including but not limited to, the transfer or voting of
any  of  securities  of  Sartam,  finder's  fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or  the  giving  or  withholding  of  proxies, naming the persons with whom such
contracts,  arrangements,  understandings  or  relationships  have been entered.

          (e)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Sellers prior to the Closing to
authorize  the  execution,  delivery  and  performance  by  the  Sellers of this
Agreement  or  the  Other  Agreements.

          (f)     Capitalization.  Sartam  is  authorized  by  its  Articles  of
                  --------------
Incorporation  to  issue  15,000,000 shares of the common stock, 7,000 shares of
preferred  stock,  first  series,  and 7,500,000 shares of convertible preferred
stock,  second  series.  As  of  the date of this Agreement, there are 3,717,104
shares  of  the common stock, 7,000 shares of preferred stock, first series, and
2,525,047 shares of convertible preferred stock, second series, duly and validly
issued  and  outstanding,  fully  paid,  and  non-assessable.  Except  for  the
remaining shares of the issued and outstanding Sartam Stock and preferred stock,
first  series,  after  taking into consideration the 1,795,250 common shares and
the  164,601  shares of the convertible preferred stock, second series issued to
the  Sellers,  there are no other classes of capital stock, outstanding options,
contracts, commitments, warrants, preemptive rights, agreements or any rights of
any  character affecting or relating in any manner to the issuance of the Sartam
Stock  or  other  securities  or entitling anyone to acquire the Sartam Stock or
other  securities  of  Sartam,  except  as  disclosed  on Schedule 8(f) attached
                                                          -------------
hereto.

          (g)     Stock  Ownership.  The  Sellers  have  good,  absolute,  and
                  ----------------
marketable  title  to  shares  of  the issued and outstanding Sartam Stock.  The
Sellers  have  the complete and unrestricted right, power and authority to cause
the sale, transfer, and assignment of the shares of the Sartam Stock pursuant to
this  Agreement.  The  delivery  of  the Sartam Stock to the Purchaser as herein
contemplated  will  vest in the Purchaser good, absolute and marketable title to
shares  of  the  Sartam  Stock as described herein, free and clear of all liens,
claims,  encumbrances, and restrictions of every kind, except those restrictions
imposed  by  applicable  securities  laws  or  this  Agreement.

          (h)     Organization  and  Standing  of  Sartam.  Sartam  is  a  duly
                  ---------------------------------------
organized  and  validly  existing Florida corporation in good standing, with all
requisite  corporate  power  and authority to carry on the Business as presently
conducted.  Sartam  has  not qualified to do business in any other jurisdiction.

          (i)     No  Subsidiaries.  Sartam  has  no  subsidiaries.
                  ----------------

          (j)     Liabilities.  Except  as  set  forth on Schedule 8(j) attached
                  -----------                             -------------
hereto,  Sartam  does  not  have  any  liabilities.


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<PAGE>
          (k)     Financial Statement.  The Sellers have furnished the Purchaser
                  -------------------
an  unaudited  balance  sheet  of  Sartam  as  of  May 31, 2005, and the related
statement  of  income and retained earnings for the period covered thereby, with
an  unaudited  statement  as  of  May  31,  2005  (collectively,  the "Financial
Statement").  The  Financial  Statement  (i) is in accordance with the books and
records  of  Sartam;  (ii)  fairly presents the financial condition of Sartam at
such  date  and  the results of its operations for the period therein specified;
(iii)  was  prepared  in  accordance  with  reasonably  acceptable  accounting
principles  applied  upon  a basis consistent with prior accounting periods; and
(iv)  with respect to all contracts and commitments of Sartam, reflects adequate
reserves  for  all  reasonably  anticipated  losses  and  costs  in  excess  of
anticipated  income  that  would  be  required  under  its method of accounting.
Specifically,  but  not  by way of limitation, the Financial Statement discloses
all  of the debts, liabilities, and obligations of any nature (whether absolute,
accrued, contingent, or otherwise and whether due or to become due) of Sartam on
the  dates therein specified (except such debts, liabilities, and obligations as
are  not  required  to  be  reflected  therein  in accordance with its method of
accounting).  Notwithstanding the foregoing, the Sellers have no knowledge as to
Sartam's  books  and  records  prior  to  2001  and  make  no representations or
warranties  as to accounting treatment for any items prior to 2001 not reflected
on  the  Financial  Statement.

          (l)     Present  Status.  Since  the  dates reflected on the Financial
                  ---------------
Statement, Sartam has not, except as disclosed elsewhere herein (i) incurred any
material  obligations or material liabilities, absolute, accrued, contingent, or
otherwise, except current trade payables; (ii) discharged or satisfied any liens
or  encumbrances,  or  paid  any  obligations  or  liabilities,  except  current
Financial Statement liabilities and current liabilities incurred since the dates
reflected  on  the  Financial Statement, in each case, in the ordinary course of
business;  (iii)  declared  or  made  any stockholder payment or distribution or
purchased  or redeemed any of its securities or agreed to do so; (iv) mortgaged,
pledged,  or  subjected to lien, encumbrance, or charge any of its assets except
as  shall  be removed prior to or at the Closing; (v) canceled any material debt
or  claim;  (vi) sold or transferred any assets of a material value except sales
from  inventory  in  the ordinary course of business; (vii) suffered any damage,
destruction,  or loss (whether or not covered by insurance) materially affecting
its  properties,  business, or prospects; (viii) waived any rights of a material
value;  (ix)  entered  into any transaction other than in the ordinary course of
business.  Further,  since the dates reflected on the Financial Statement, there
has  not  been  any change in or any event or condition (financial or otherwise)
affecting the property, assets, liabilities, operations, or prospects of Sartam,
other  than  changes  in  the ordinary course of its Business, none of which has
(either  when  taken  by  itself  or  taken  in  conjunction with all other such
changes)  been  materially  adverse.

          (m)     Tax  Returns  and  Audits.  As  of the date of this Agreement,
                  -------------------------
Sartam  has  filed  all  federal, state, and local tax returns as required to be
filed  by  it  (including,  but  not limited to, all payroll or other employment
related  tax  returns),  and  has  paid  all  federal,  state  and  local taxes,
including,  but  not limited to all payroll and employment taxes, required to be
paid  with  respect to the periods covered by such returns.  Sartam has not been
delinquent  in the payment of any tax, assessment, or governmental charge in any
material  respect,  and has not had any unsatisfied tax deficiencies proposed or
assessed  against  it  and  has  not  executed  any  waiver  of  the  statute of
limitations  on  the  assessment  or  collection  of  any  tax.

          (n)     Litigation.  Other than as reflected on Schedule 8(n) attached
                  ----------                              -------------
hereto,  there  are  no  legal  actions,  suits,  arbitrations,  or other legal,
administrative  or  other governmental proceedings pending or threatened against
Sartam,  and the Sellers are not aware of any facts which may result in any such
action,  suit,  arbitration,  or  other  proceeding.

          (o)     Employees.  As  of  the date of this Agreement, Sartam has one
                  ---------
employee.

          (p)     Compliance  with  Laws  and  Regulations.  Except as otherwise
                  ----------------------------------------
disclosed  in  Schedule  8(p)  attached hereto, Sartam is in material compliance
               --------------
with  all  laws, ordinances, codes, restrictions, regulations (environmental and
otherwise)  and  other  legal  requirements  applicable  to  the  conduct of the
Business,  the  noncompliance  with  which  would  be  likely to have a material
adverse effect on the Business; and there are no lawsuits or proceedings pending
or,  threatened  with  respect  to  the  foregoing.

          (q)     No  Defaults.  Other  than  as  reflected  on  Schedule  8(q)
                  ------------                                   --------------
attached  hereto,  Sartam  is  not  in default under any provision of any lease,
contract,  commitment,  obligation,  note, bond, debenture, mortgage, indenture,
security  agreement,  guaranty,  or  other  instrument  of  indebtedness, and no
existing  condition  exists  which,


                                        4
<PAGE>
with the giving of notice or the passage of time, or both, would constitute such
a  default,  in  either  case,  which  default  is  or would be likely to have a
material  adverse  effect  on  the  Business.

          (r)     Permits  and  Approvals.  Except  as  otherwise  disclosed  on
                  -----------------------
Schedule 8(r) attached hereto, (i) Sartam has all permits and approvals required
-------------
for the conduct of the Business and is not in material default under any permit,
approval  or  qualification,  which default is likely to have a material adverse
effect  on  Sartam  or  the Business, nor is there any existing condition which,
with the giving of notice or the passage of time, or both, would constitute such
a material default; (ii) other than those items listed on Schedule 8(r) attached
                                                          -------------
hereto,  no  permit, approval or qualification of any government or governmental
unit,  agency,  board, body or instrumentality, whether federal, state or local,
is  necessary  for  the  conduct  of  the Business as same has been and is being
conducted  in  any material respect; and (iii) there is no lawsuit or proceeding
pending  or,  threatened  with  respect  to  any  of  the  foregoing.

          (s)     Properties.  Sartam  has  good  and  marketable  title  in fee
                  ----------
simple  absolute  to  all real properties and good title to all other properties
and  assets owned by it (except real and other properties and assets as are held
pursuant  to  leases  or  licenses),  free  and  clear  of all liens, mortgages,
security  interests,  pledges, charges, and encumbrances, other than as shown on
the  Financial  Statement,  including,  but not limited to a tax lien for unpaid
real  estate  taxes; provided, however, Sartam owns no real property.  Moreover:

               (i)     No real property leased, licensed, or used by Sartam lies
in  an  area  which  is,  or  will  be, subject to zoning, use, or building code
restrictions which would prohibit, and no state of facts relating to the actions
or  inaction of another person or entity or their ownership, leasing, licensing,
or  use  of that real property in the Business in which Sartam is now engaged or
the  Business  in  which  it  contemplates  engaging.

               (ii)     The  real and other properties and assets owned, leased,
or  licensed  by  Sartam  constitute  all  such  properties and assets which are
necessary  to  the  Business  as  presently  conducted

          (t)     Patents  and  Trademarks.  Sartam owns, possesses and has good
                  ------------------------
title  to  all  of the copyrights, trademarks, trademark rights, patents, patent
rights,  and  licenses  necessary in the conduct of the Business.  Sartam is not
infringing  upon  or  otherwise  acting  adversely  to the rights of any person,
under,  or in respect to, any copyrights, trademarks, trademark rights, patents,
patent  rights, or licenses owned by any person or entity, and there is no claim
or  pending  or,  threatened  action  with  respect  thereto.  Sartam  has  the
unrestricted right to use (free and clear of any rights or claims of others) all
trade secrets, customer lists, manufacturing and other processes incident to the
manufacture,  use  or  sale  of  any  and  all  products  presently  sold by it.

          (u)     Absence  of  Certain  Changes  or Events.  Since May 31, 2005,
                  ----------------------------------------
there  has  not  been  any  change  in  or  any event or condition (financial or
otherwise)  affecting  the  Business,  property,  assets (including cash and all
accounts  receivable),  liabilities,  operations,  or prospects of Sartam, other
than  changes  in the ordinary course of the Business, none of which has (either
when  taken  by itself or taken in conjunction with all other such changes) been
materially  adverse.

          (v)     Purchase  and  Outstanding  Bids.  No  purchase commitments of
                  --------------------------------
Sartam  are  in  excess  of  normal,  ordinary,  and  usual  requirements of the
Business,  or  were made at any price in excess of the then current market price
or contained terms and conditions more onerous than those usual and customary in
the  industry.

          (w)     No  Insurance.  Sartam  does  not  carry  any  insurance.
                  -------------

          (x)     Compensation  of  Officers  and  Others.  Since  May 31, 2005,
                  ---------------------------------------
there  has  not been any change in any compensation, commission, bonus, or other
remuneration payable to any officer, director, agent, employee, or consultant of
Sartam.

          (y)     Inventory.  The  inventory of Sartam which is reflected on the
                  ---------
Financial  Statement  and all inventory items which have been acquired since May
31,  2005,  consists  of  goods  of  such  quality and in such quantities as are
salable  in the ordinary course of the Business with normal markup at prevailing
market  prices.


                                        5
<PAGE>
Each item of the inventory was valued at the then current cost, if possible, and
if  not,  at  the  then  current  manufacturer's regular cost sheet available to
distributors.

          (z)     Schedule  of  Assets.  Disclosed  on  Schedule  8(z)  attached
                  --------------------                  --------------
hereto,  is  a  schedule  of  assets  owned  by Sartam containing (i) a true and
complete listing of all property owned by Sartam as of May 31, 2005; (ii) a true
and  complete  legal  description  of  all real properties in which Sartam has a
leasehold  interest,  together  with  a  description  of  each indenture, lease,
sublease,  or other instrument under which Sartam claims or holds such leasehold
interest, each of which is a good and valid leasehold interest, and all of which
are  in effect and enforceable according to their respective terms; (iii) a true
and  complete  list  of  all  patents,  patent  applications,  patent  licenses,
trademarks,  trademark  registrations,  and  applications therefor, trade names,
copyrights,  and  copyright  registrations  and  applications  therefor owned by
Sartam;  and  (iv)  as of May 31, 2005, a true and complete list of all accounts
receivable  of  Sartam,  together  with information as to the aging of each such
account  receivable.

          (aa)     Employment  Contracts.  Except as disclosed in Schedule 8(aa)
                   ---------------------                          --------------
hereto,  Sartam  has  no  employment  contract,  written  or otherwise, with any
employee  or  former  employee.

          (bb)     Compliance  with Law and Other Instruments.  The business and
                   ------------------------------------------
operations  of  Sartam  have been and are being conducted in accordance with all
applicable laws, rules and regulations of all authorities, except those which do
not  (either  individually  or in the aggregate) materially and adversely affect
Sartam.

          (cc)     Contracts.  Except  as  disclosed  on Schedule 8(cc) attached
                   ---------                             --------------
hereto  or  on  any  other  schedule attached to this Agreement, Sartam is not a
party  to, or otherwise bound by any (i) material written or oral contract; (ii)
employment  or  consultant contract not terminable at will without cost or other
liability;  (iii)  labor  union  contracts; (iv) bonus, pension, profit sharing,
retirement,  share  purchase, stock option, hospitalization, group insurance, or
similar  employee  benefit  plan;  (v)  any  real or personal property lease, as
lessor or lessee; (vi) advertising or public relations contract; (vii) purchase,
supply  or  service contract, which cannot be terminated without cost or expense
to Sartam if such termination occurs with less than 30 day's notice; (viii) deed
of  trust,  mortgage,  conditional  sales  contract,  security agreement, pledge
agreement,  trust  receipt, or any other agreement or arrangement whereby any of
the  assets  or  property of Sartam is subject to a lien, encumbrance, charge or
other  restriction  except such as shall be satisfied prior to the Closing; (ix)
license  agreement,  whether  as licensee or licensor; (x) contract or agreement
involving  any  expenditure by Sartam of more than $5,000 in the aggregate; (xi)
contract or agreement which Sartam cannot terminate by giving less than 30 day's
notice; and (xii) contract to be performed in whole or in part more than 90 days
from  the  date thereof and which cannot be terminated without cost or liability
to  Sartam.  Other  than  as disclosed on Schedule 8(cc) attached hereto, Sartam
                                          --------------
has  in all respects performed all obligations required to be performed to date,
and  is  not  in  material  default  in  any respect under any of the contracts,
agreements,  leases,  documents,  or other commitments to which it is a party or
otherwise  bound or affected.  All parties having material contracts with Sartam
are in material compliance therewith, and are not in material default thereunder
other  than  as  disclosed  on  Schedule  8(cc)  attached  hereto.
                                ---------------

          (dd)     Authority.  No  consent,  authorization,  approval,  order,
                   ---------
license,  certificate,  or permit of or from, or declaration of filing with, any
federal,  state,  local,  or  other governmental authority or any court or other
tribunal  is  required  by Sartam for the execution, delivery, or performance of
this  Agreement  by Sartam.  No consent of any party to any contract, agreement,
instrument,  lease,  license, arrangement, or understanding to which Sartam is a
party,  or to which any of its properties or assets are subject, is required for
the  execution,  delivery  or  performance of this Agreement; and the execution,
delivery, and performance of this Agreement will not violate, result in a breach
of,  conflict  with,  or (with or without the giving of notice or the passage of
time  or  both)  entitle  any  party  to  terminate  or call a default under any
contract,  agreement, instrument, lease, license, arrangement, or understanding,
or  violate  or  result in a breach of any term of the articles of incorporation
(or  other  charter document) or bylaws of Sartam or violate, result in a breach
of,  or  conflict  with  any  law,  rule, regulation, order, judgment, or decree
binding  on  Sartam  or to which any of its operations, business, properties, or
assets  are  subject.

          (ee)     Records.  The books of account and minute books of Sartam are
                   -------
complete  and  correct  in  all  material  respects,  and  reflect  all  those
transactions involving its business which properly should have been set forth in
such  books.  Notwithstanding the foregoing, the Sellers have no knowledge as to
Sartam's  books  and  records  prior  to  2001  and  make  no representations or
warranties  as  to  accounting  treatment  for  any  items  prior  to  2001.


                                        6
<PAGE>
          (ff)     Representations  and  Warranties  True  and  Complete.  All
                   -----------------------------------------------------
representations  and  warranties  of the Sellers in this Agreement and the Other
Agreements  are  true,  accurate and complete in all material respects as of the
Closing.

          (gg)     No  Knowledge of Default.  The Sellers have no knowledge that
                   ------------------------
any  representations and warranties of the Purchaser contained in this Agreement
or  the  Other  Agreements  are untrue, inaccurate or incomplete in any material
respect  or that the Purchaser is in default under any term or provision of this
Agreement  or  the  Other  Agreements.

          (hh)     No  Untrue  Statements.  No representation or warranty by the
                   ----------------------
Sellers  in  this  Agreement  or  in  any  writing  furnished or to be furnished
pursuant  hereto,  contains  or  will contain any untrue statement of a material
fact,  or  omits,  or  will omit to state any material fact required to make the
statements  herein  or  therein  contained  not  misleading.

          (ii)     Reliance.  The  foregoing  representations and warranties are
                   --------
made  by  the  Sellers  with the knowledge and expectation that the Purchaser is
placing  complete  reliance  thereon.

     9.     Representations  and  Warranties  of the Purchaser.  Knowledge shall
            --------------------------------------------------
not  be  imputed  nor shall it include any matters which such person should have
known  or  should  have  been  reasonably expected to have known.  The Purchaser
hereby  represents  and  warrants  to  the  Sellers  as  follows:

          (a)     Power  and  Authority.  The  Purchaser  has  full  power  and
                  ---------------------
authority  to  execute,  deliver  and  perform  this  Agreement  and  the  Other
Agreements.

          (b)     Binding Effect.  Upon execution and delivery by the Purchaser,
                  --------------
this  Agreement  and  the  Other  Agreements  shall be and constitute the valid,
binding and legal obligations of the Purchaser enforceable against the Purchaser
in  accordance  with  the  terms hereof or thereof, except as the enforceability
hereof  and  thereof  may  be  subject  to  the  effect  of  (i)  any applicable
bankruptcy,  insolvency,  reorganization, moratorium or similar laws relating to
or  affecting creditors' rights generally, and (ii) general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or  at  law).

          (c)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior  to the Closing, be obtained or made by the Purchaser prior to the Closing
to  authorize  the  execution, delivery and performance by the Purchaser of this
Agreement  or  the  Other  Agreements.

          (d)     The  Purchaser's  Representations  and  Warranties  True  and
                  -------------------------------------------------------------
Complete.  All representations and warranties of the Purchaser in this Agreement
--------
and  the  Other  Agreements  are  true,  accurate  and  complete in all material
respects  as  of  the  Closing.

          (e)     No  Knowledge  of  the Sellers' Default.  The Purchaser has no
                  ---------------------------------------
knowledge  that  any of the Sellers' representations and warranties contained in
this  Agreement  is  untrue, inaccurate or incomplete in any respect or that the
Sellers  are  in  default  under  any term or provision of this Agreement or the
Other  Agreements.

          (f)     No  Untrue  Statements.  No  representation or warranty by the
                  ----------------------
Purchaser  in  this  Agreement  or  in  any writing furnished or to be furnished
pursuant  hereto,  contains  or  will contain any untrue statement of a material
fact,  or  omits,  or  will omit to state any material fact required to make the
statements  herein  or  therein  contained  not  misleading.

          (g)     Reliance.  The  foregoing  representations  and warranties are
                  --------
made  by  the  Purchaser with the knowledge and expectation that the Sellers are
placing  complete  reliance  thereon.

     10.     Actions of Sartam Pending the Closing.  The Sellers agree that from
             -------------------------------------
the  date  hereof  through  the  Closing:


                                        7
<PAGE>
          (a)     Operations.  The  Sellers will use their best efforts to cause
                  ----------
Sartam  to  (i)  be  operated  in  keeping  with  its customary practices and in
compliance  with all applicable laws, rules and regulations; and (ii) not engage
in any transaction or make any commitment or expenditure outside of the ordinary
course  of  the  Business.

          (b)     No Change in Corporate Charter.  No change will be made in the
                  ------------------------------
Articles  of  Incorporation  or  the  Bylaws  of  Sartam, except as may be first
approved  in  writing  by  the  Purchaser.

          (c)     No Change in Capital Structure.  No change will be made in the
                  ------------------------------
authorized  or  issued  capital  stock  of Sartam, including the issuance of any
bonds,  notes,  or  other  securities.

          (d)     No  Default.  Sartam  shall  timely  pay and/or not suffer any
                  -----------
default  with respect to any of its contracts, commitments or obligations in any
material  respect.  Sartam  shall  also  continue  to pay as they become due all
accounts  payable  of  Sartam.

          (e)     No  Contracts.  No contract or commitment will be entered into
                  -------------
by  or  on  behalf  of  Sartam  outside  of the ordinary course of the Business.

          (f)     No  Liabilities.  Sartam  shall  not  incur  any obligation or
                  ---------------
liability,  outside  of  the  ordinary  course of the Business, except as may be
first  approved  in  writing  by  the  Purchaser.

          (g)     Access  to  Records.  The Sellers shall cause Sartam to afford
                  -------------------
the  Purchaser  access,  during  normal  business  hours, to all of its business
operations,  properties,  books,  files,  and records, and will cooperate in the
Purchaser's examination thereof.  No such examination, however, shall constitute
a  waiver  or  relinquishment  by  the  Purchaser  of its right to rely upon the
Sellers'  covenants,  representations,  and  warranties  made herein or pursuant
hereto.  Until  the  Closing  hereunder  or  the  termination of this Agreement,
whichever  shall occur first, and after the termination of this Agreement in the
event  this  Agreement does not close, the Purchaser will hold in confidence all
information  so  obtained  by  the  Purchaser  as  a result of such examination.

          (h)     Compliance.  The  Sellers  shall cause Sartam and its officers
                  ----------
and  employees  to  comply  with  all  applicable  provisions of this Agreement.

     11.     Conditions  Precedent  to  Obligations  of  the  Purchaser.  All
             ----------------------------------------------------------
obligations  of  the  Purchaser  under  this  Agreement  are  subject  to  the
fulfillment,  prior  to  or  at  the  Closing,  of  the  following  conditions:

          (a)     Representations  and  Warranties  True  at  the  Closing.  The
                  --------------------------------------------------------
representations  and  warranties  of  the Sellers herein shall be deemed to have
been  made again as of the Closing, and then be true and correct, subject to any
changes contemplated by this Agreement.  The Sellers shall have performed all of
the  obligations  to  be performed by them hereunder on or prior to the Closing.

          (b)     Proof  of  Authority.  The  Purchaser's  counsel  shall  have
                  --------------------
received  evidence  reasonably  sufficient to such counsel that the Sellers have
all  requisite  authorizations  necessary for consummation by the Sellers of the
transactions  contemplated  hereby,  and there has not been issued, and there is
not  in effect, any injunction or similar legal order prohibiting or restraining
consummation  of  any  of  the transactions herein contemplated, and no legal or
governmental  action,  proceeding  or  investigation  which  might reasonably be
expected  to  result  in  any  such  injunction  or  order  is  pending.

          (c)     Deliveries  at  the Closing.  The Sellers shall have delivered
                  ---------------------------
to  the  Purchaser  at the Closing all of the documents required to be delivered
hereunder.

          (d)     Certification.  The  Sellers  shall  have  delivered  to  the
                  -------------
Purchaser  at  the  Closing  a  certificate  dated as of the applicable closing,
executed  by  the  Sellers,  certifying  that  the  conditions  specified  in
subparagraphs  (a),  (b),  and  (c)  of  this  Paragraph 11 have been fulfilled.

          (e)     Resignations  of  the  Sellers as Directors and Officers.  The
                  --------------------------------------------------------
Sellers  shall  have  delivered  to  the Purchaser at the Closing, their written
resignations  as  directors  and  officers  of  Sartam.


                                        8
<PAGE>
          (f)     Status  of  Litigation.  With respect to any matters affecting
                  ----------------------
Sartam and in litigation as described in Schedule 8(n), the Purchaser shall have
                                         -------------
the  right  to  make an independent review of such matters.  If the Purchaser is
not  satisfied  with  such  review,  then the Purchaser shall have the option to
terminate  this  Agreement.

          (g)     Corporate  Records,  etc.  The Sellers shall have delivered to
                  ------------------------
the  Purchaser  the  originals  of the Articles of Incorporation, Bylaws, minute
books,  and  other  corporate  governance  materials used since the inception of
Sartam.

          (h)     Other  Matters.  All  corporate  and  other  proceedings  and
                  --------------
actions  taken  in  connection with the transactions contemplated hereby and all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  the  Purchaser  and  its  counsel,  whose approval shall not be unreasonably
withheld.

     12.     Conditions  Precedent  to  Obligations  of  the  Sellers.  All
             --------------------------------------------------------
obligations  of the Sellers under this Agreement are subject to the fulfillment,
prior  to  or  at  the  Closing,  of  the  following  conditions:

          (a)     Representations  and  Warranties  True  at  Closing.  The
                  ---------------------------------------------------
representations  and  warranties of the Purchaser herein shall be deemed to have
been  made  again  at  the Closing, and then be true and correct, subject to any
changes  contemplated by this Agreement.  The Purchaser shall have performed all
of the obligations to be performed by the Purchaser hereunder on or prior to the
Closing.

          (b)     Proof  of Authority.  The Sellers' counsel shall have received
                  -------------------
evidence  reasonably  sufficient  to  such  counsel  that  the Purchaser has all
requisite  authorizations  necessary  for  consummation  by the Purchaser of the
transactions  contemplated  hereby,  and there has not been issued, and there is
not  in effect, any injunction or similar legal order prohibiting or restraining
consummation  of  any  of  the transactions herein contemplated, and no legal or
governmental  action,  proceeding  or  investigation  that  might  reasonably be
expected  to  result  in  any  such  injunction  or  order  is  pending.

          (c)     Certification.  The  Purchaser  shall  have  delivered  to the
                  -------------
Sellers  at  the  Closing  a  certificate  dated  as  of the applicable closing,
executed  by  the  Purchaser,  certifying  that  the  conditions  specified  in
subparagraphs  (a)  and  (b)  of  this  Paragraph  12  have  been  fulfilled.

          (d)     No  Orders.  There  has  not  been issued, and there is not in
                  ----------
effect,  any  injunction  or  similar  legal  order  prohibiting  or restraining
consummation  of  any  of  the transactions herein contemplated, and no legal or
governmental  action,  proceeding  or  investigation  which  might reasonably be
expected  to  result  in  any  such  injunction  or  order  is  pending.

          (e)     Other  Matters.  All  corporate  and  other  proceedings  and
                  --------------
actions  taken  in  connection with the transactions contemplated hereby and all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  the  Sellers  and  their  counsel,  whose approval shall not be unreasonably
withheld.

     13.     The  Nature  and  Survival  of  Representations,  Covenants  and
             ----------------------------------------------------------------
Warranties.  All  statements and facts contained in any memorandum, certificate,
----------
instrument,  or  other  document delivered by or on behalf of the parties hereto
for  information  or  reliance  pursuant  to  this  Agreement,  shall  be deemed
representations,  covenants  and  warranties  by  the  parties hereto under this
Agreement.  All  representations,  covenants and warranties of the parties shall
survive  the  Closing  and all inspections, examinations, or audits on behalf of
the  parties,  and  shall  expire  six  months  following  the  Closing.

     14.     Indemnification by the Sellers.  The Sellers agree to indemnify and
             ------------------------------
hold  harmless  the  Purchaser  against  and  in  respect  to  all  damages  (as
hereinafter  defined)  in  excess  of  $10,000.  Damages,  as  used herein shall
include  any  claim,  salary,  wage,  action,  tax, demand, loss, cost, expense,
liability  (joint  or  several),  penalty,  and other damage, including, without
limitation,  counsel  fees  and  other costs and expenses reasonably incurred in
investigating  or  attempting  to  avoid same or in opposition to the imposition
thereof,  or  in  enforcing  this indemnity, resulting to the Purchaser from any
inaccurate  representation made by or on behalf of the Sellers in or pursuant to


                                        9
<PAGE>
this  Agreement,  breach  of  any  of the warranties made by or on behalf of the
Sellers  in  or  pursuant  to  this  Agreement,  or  breach  or  default  in the
performance  by  the  Sellers  of any of the obligations to be performed by them
hereunder.

     Notwithstanding  the  scope  of the Sellers' representations and warranties
herein,  or  of  any individual representation or warranty, or any disclosure to
the  Purchaser herein or pursuant hereto, or the definition of damages contained
in  the preceding sentence, or the Purchaser's knowledge of any fact or facts at
or  prior to the Closing, damages shall also include all debts, liabilities, and
obligations  of any nature whatsoever (whether absolute, accrued, contingent, or
otherwise,  and  whether  due or to become due) of Sartam, as of the date hereof
not reflected in the Financial Statement, specifically identified herein, or any
other  exhibit furnished hereunder, whether known or unknown by the Sellers; all
claims,  actions,  demands,  losses,  costs, expenses, and liabilities resulting
from  any  litigation  initiated subsequent to the Closing from causes of action
arising  prior  to  the Closing hereunder involving Sartam or any owners thereof
other  than  the  Sellers  other than an action based upon a liability of Sartam
specifically  disclosed  herein;  all  claims,  actions, demands, losses, costs,
expenses,  liabilities  and  penalties resulting from Sartam's infringement upon
the  rights  of  any  person  under or in respect to any copyrights, trademarks,
trademark  rights,  patents, patent rights or patent licenses represented by the
Sellers  to  be  owned  by  Sartam; all claims, actions, demands, losses, costs,
expenses,  liabilities  or  penalties  resulting  from  Sartam's  failure in any
respect  to  perform  any obligation required by it to be performed prior to the
Closing,  or by reason of any default of Sartam, prior to the Closing, under any
of  the  contracts, agreements, leases, documents, or other commitments to which
it  is  a  party  or  otherwise  bound  or  affected; and all losses, costs, and
expenses  (including  without  limitation all fees and disbursements of counsel)
relating  to  damages.

     The Sellers shall reimburse and/or pay on behalf of the Purchaser on demand
for  any  payment made or required to be made by the Purchaser at any time after
the  Closing  based  upon the judgment of any court of competent jurisdiction or
pursuant  to a bona fide compromise or settlement of claims, demands or actions,
in  respect  to  the  damages  to  which  the  foregoing indemnity relates.  The
Purchaser  shall  give  the  Sellers  written  notice  within  30  days  after
notification of any litigation threatened or instituted against the Purchaser or
Sartam  which  might  constitute  the  basis  of  a  claim  for indemnity by the
Purchaser  against the Sellers.  The Sellers shall have the right to participate
in  the  defense  and  settlement of any such litigation.  In the event that the
Sellers fail to reimburse and/or pay on behalf of the Purchaser any amount which
the  Purchaser  is  entitled  to  indemnification  hereunder  while there is any
balance  remaining  on the Note or the Consulting Agreements, in addition to any
other  remedies  either  at  law  or in equity that may be then available to the
Purchaser,  the Purchaser shall be entitled, at its option, to a credit upon the
Note  and  the Consulting Agreements for any amounts paid by the Purchaser, such
credit  to  be applied to the next maturing installments due on the Note and the
Consulting  Agreements  until all of such credit is utilized.  In the event that
after  the  utilization of all of such credit the Purchaser is still entitled to
indemnity from the Sellers hereunder, the Sellers shall reimburse and/or pay the
Purchaser  on  demand  the  balance of any amount of such indemnity to which the
Purchaser  is  entitled  hereunder.

     Notwithstanding  anything  contained in this Agreement to the contrary, the
right  to  indemnification  described in this paragraph shall expire three years
after  the  Closing  hereunder,  except  in  the case of the proven fraud by the
Sellers  hereunder  as  determined  by  a  court  of  competent  jurisdiction in
connection with any such claim for indemnification, in which event such right to
indemnification  shall  expire  one  year  after  the  discovery  of such fraud.

     15.     Records  of  Sartam.  For  a  period  of  five  years following the
             -------------------
Closing,  the  books  of account and records of Sartam pertaining to all periods
prior to the Closing shall be available for inspection by the Sellers for use in
connection  with  tax  audits.

     16.     Default  by the Purchaser.  If the Sellers do not default hereunder
             -------------------------
and  the  Purchaser  defaults hereunder, the Sellers may elect to terminate this
Agreement  as  well as any other agreement executed by the Sellers in connection
with  the transactions contemplated by this Agreement, including but not limited
to  any independent nondisclosure agreement or any other independent agreements,
whereupon  no  party  shall be liable to the other hereunder, or the Sellers may
assert any remedy, including specific performance, which the Sellers may have by
reason  of  any  such  default  of  the  Purchaser.  From and after the Closing,
subject  to  the  terms  and  provisions hereof, in the event of a breach by any
party of the terms of this Agreement or any obligation of a party which survives
the  Closing  hereunder, the other party may assert any remedy, either at law or
in  equity,  to  which  such  other  party  may  be  entitled.


                                       10
<PAGE>
     17.     Default  by  the  Sellers.  If  the  Purchaser  does  not  default
             -------------------------
hereunder  and  the  Sellers  default  hereunder,  the  Purchaser  may  elect to
terminate  this  Agreement  as  well  as  any  other  agreement  executed by the
Purchaser  in  connection  with the transactions contemplated by this Agreement,
including  but  not  limited  to  any independent nondisclosure agreement or any
other  independent  agreements,  whereupon no party shall be liable to the other
hereunder,  or  the  Purchaser  may  assert  any  remedy,  including  specific
performance,  which  the Purchaser may have by reason of any such default of the
Sellers.  From  and  after  the  Closing,  subject  to  the terms and provisions
hereof,  in the event of a breach by any party of the terms of this Agreement or
any  obligation of a party which survives the Closing hereunder, the other party
may assert any remedy, either at law or in equity, to which such other party may
be  entitled.

     18.     Cooperation.  The  Purchaser  and  the  Sellers will each cooperate
             -----------
with  the  other, at the other's request and expense, in furnishing information,
testimony,  and  other  assistance  in connection with any actions, proceedings,
arrangements,  disputes  with  other  persons  or  governmental  inquiries  or
investigations involving the Sellers' or the Purchaser's conduct of the Business
or  the  transactions  contemplated  hereby.

     19.     Further  Conveyances and Assurances.  After the Closing, each party
             -----------------------------------
will,  without  further  cost or expense to, or consideration of any nature from
the  other,  execute  and deliver, or cause to be executed and delivered, to the
other, such additional documentation and instruments of transfer and conveyance,
and  will  take  such  other  and  further  actions, as the other may reasonably
request  as  more  completely  to  sell,  transfer  and assign to consummate the
transactions  contemplated  hereby.

     20.     Assignment.  Notwithstanding  anything  herein  contained  to  the
             ----------
contrary, if the Purchaser is not in default hereunder or under any of the Other
Agreements, the Purchaser may assign to ZANN Corp., a Nevada corporation, all of
his  right, title, and interest in and to the Sartam Stock.  In the event of any
such  assignment,  the Purchaser shall be relieved of any and all liability with
respect  to  this  Agreement,  the  Other Agreements, or any other instrument or
obligation in connection therewith.  Any such assignment shall provide that ZANN
Corp.  shall  be  fully  substituted  for  the  Purchaser  with  respect to this
Agreement,  the  Other  Agreements,  or  any  other  instrument or obligation in
connection  therewith.

     21.     The  Closing.  The  Closing of this Agreement shall be on or before
             ------------
June  27, 2005, subject to acceleration or postponement from time to time as the
parties  hereto  may  mutually  agree.  The  Closing  shall  be at 1776 Ringling
Boulevard,  Sarasota,  Florida  34236  at 2:00 p.m. Eastern time, unless another
hour  or  place  is  mutually  agreed  upon  by  the  parties  hereto.

     22.     Deliveries  at  the  Closing  by  the Sellers.  At the Closing, the
             ---------------------------------------------
Sellers  shall  deliver  to  the  Purchaser:

          (a)     Certificates representing 1,795,250 shares of common stock and
164,601  shares of preferred stock duly endorsed by virtue of the executed Stock
Powers  in  favor  of  the  Purchaser  free  and  clear  of  all  liens, claims,
encumbrances,  and  restrictions  of  every  kind,  except those imposed by this
Agreement,  the  Securities  Act  and  other  applicable  securities  laws.

          (b)     The  Stock  Pledge  Agreement  described  in  Attachment  B.
                                                                -------------

          (c)     The  Escrow  Agreement  described  in  Attachment  C.
                                                         -------------

          (d)     The  Stock  Powers  described  in  Attachment  D.
                                                     -------------

          (e)     The  Consulting  Agreements  described  in  Attachment  E.
                                                              -------------

          (f)     The  proof  of  authority described in Paragraph 11(b) hereof.

          (g)     The  certification  described  in  Paragraph  11(d)  hereof.

          (h)     The  resignations  of the Sellers as directors and officers of
Sartam.


                                       11
<PAGE>
          (i)     The  corporate  records  of  Sartam  as described in Paragraph
11(g)  hereof.

          (j)     Any  other  document  which  may be necessary to carry out the
intent  of  this  Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
Sellers  pursuant  to this Paragraph 22 shall be reasonably satisfactory in form
and  substance  to  the  Purchaser  and  its  counsel.

     23.     Deliveries  at  the  Closing by the Purchaser.  At the Closing, the
             ---------------------------------------------
Purchaser  shall  deliver:

          (a)     The  cash  payment of $200,000 in immediately available funds,
to  be paid by wire transfer to the Escrow Agent for the benefit of the Sellers.

          (b)     The  Note  as  described  in  Attachment  A.
                                                -------------

          (c)     The  Stock  Pledge  Agreement  described  in  Attachment  B.
                                                                -------------

          (d)     The  Escrow  Agreement  described  in  Attachment  C.
                                                         -------------

          (e)     The  Stock  Powers  described  in  Attachment  D.
                                                     -------------

          (f)     The  Consulting  Agreements  described  in  Attachment  E.
                                                              -------------

          (g)     The  proof  of  authority described in Paragraph 12(b) hereof.

          (h)     The  certification  described  in  Paragraph  12(c)  hereof.

          (i)     Any  other  document  which  may be necessary to carry out the
intent  of  this  Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
Purchaser pursuant to this Paragraph 23 shall be reasonably satisfactory in form
and  substance  to  the  Sellers  and  their  counsel.

     24.     Brokerage.  The  Sellers  and  the Purchaser agree to indemnify and
             ---------
hold  harmless each other against, and in respect of, any claim for brokerage or
other  commissions  relative to this Agreement, or the transactions contemplated
hereby,  based  in  any  way  on  agreements,  arrangements,  understandings  or
contracts  made  by  either  party  with  a  third  party or parties whatsoever.

     25.     Mediation and Arbitration.  All disputes arising or related to this
             -------------------------
Agreement  or  the  Other  Agreements  must  exclusively  be  resolved  first by
mediation  with  a  mediator  selected by the parties, with such mediation to be
held in Sarasota, Florida.  If such mediation fails, then any such dispute shall
be resolved by binding arbitration under the Commercial Arbitration Rules of the
American  Arbitration  Association  in  effect  at  the  time  the  arbitration
proceeding  commences,  except  that (a) Florida law and the Federal Arbitration
Act  must govern construction and effect, (b) the locale of any arbitration must
be  in  Sarasota,  Florida,  and  (c) the arbitrator must with the award provide
written  findings  of  fact  and  conclusions of law.  Any party may seek from a
court  of competent jurisdiction any provisional remedy that may be necessary to
protect  its  rights  or  assets  pending the selection of the arbitrator or the
arbitrator's  determination  of  the merits of the controversy.  The exercise of
such  arbitration  rights  by  any  party  will not preclude the exercise of any
self-help remedies (including without limitation, setoff rights) or the exercise
of  any non-judicial foreclosure rights.  An arbitration award may be entered in
any  court  having  jurisdiction.

     26.     Attorney's  Fees.  In the event that it should become necessary for
             ----------------
any  party  entitled  hereunder  to  bring  suit against any other party to this
Agreement  for  enforcement  of  this Agreement, the parties hereby covenant and
agree that the party or parties who are found to be the prevailing party in such
suit shall also be entitled to recover all of its reasonable attorney's fees and
costs  of  court  incurred  to  bring  suit  from  the  other  party.


                                       12
<PAGE>
     27.     Benefit.  All  the  terms and provisions of this Agreement shall be
             -------
binding  upon  and  inure  to  the  benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

     28.     Notices.  All  notices, requests, demands, and other communications
             -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, or
by  telecopy  or e-mail, if to the Purchaser, addressed to Dr. Robert C. Simpson
at  1549  North  Leroy  Street,  Suite D-200, Fenton, Michigan 48430, telecopier
(810)  629-9062, and e-mail bob@zanncorp.com, with a copy to Norman T. Reynolds,
Esq.  at  815  Walker Street, Suite 1250, Houston, Texas 77002, telecopier (713)
237-3202,  and e-mail nreynolds@gpm-law.com; and if to the Sellers, addressed to
Mr.  Charles Duke at 4127 South Tamiami Trail, Venice, Florida 34293, telecopier
(941)  493-8493, and e-mail cjsjduke@comcast.net, and Mr. Jonathon Derek Seltzer
at  3889  Stone  Lakes  Drive,  Kennesaw,  Georgia  30152,  and  e-mail
jdseltzer@aol.com,  with  a  copy  to  Donald  J. Harrell, Esq. at 1776 Ringling
Boulevard,  Sarasota,  Florida  34236,  telecopier  (941)  366-0189,  and e-mail
dharrell@burgessharrell.com.  Any  party  hereto  may change its address upon 10
days'  written  notice  to  any  other  party  hereto.

     29.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

     30.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     31.     Cumulative Rights.  The rights and remedies of any party under this
             -----------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     32.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     33.     Time  of  the  Essence.  Time  is of the essence of this Agreement.
             ----------------------

     34.     Incorporation  by Reference.  The Attachments and Schedules to this
             ---------------------------
Agreement  referred  to  or  included  herein  constitute integral parts to this
Agreement  and  are  incorporated  into  this  Agreement  by  this  reference.

     35.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     36.     Controlling  Agreement.  In  the  event of any conflict between the
             ----------------------
terms of this Agreement or the Attachments and Schedules referred to herein, the
terms  of  this  Agreement  shall  control.

     37.     Law  Governing;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and  construed  in  accordance  with  the  laws of the State of Florida, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for the Middle District of Florida, as well as of the Courts of the State
of  Florida  in  Sarasota  County, Florida, exclusively over any suit, action or
proceeding  arising  out  of  or  relating to this Agreement.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may  now  or  hereafter  have  to  the  laying  of  the  venue  of  any such


                                       13
<PAGE>
mediation,  arbitration,  suit,  action or proceeding brought in any such county
and  any  claim that any such mediation, arbitration, suit, action or proceeding
brought  in  such  county  has  been  brought  in  an  inconvenient  forum.

     38.     Entire  Agreement.  This  instrument  and  the  attachments  hereto
             -----------------
contain  the  entire understanding of the parties and may not be changed orally,
but  only  by  an  instrument  in  writing  signed  by  the  party  against whom
enforcement  of  any  waiver,  change,  modification, extension, or discharge is
sought.

     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in  multiple
counterparts  on  the  date  first  written  above.




                                        ----------------------------------------
                                        ROBERT C. SIMPSON



                                        ----------------------------------------
                                        CHARLES DUKE



                                        ----------------------------------------
                                        JONATHON DEREK SELTZER

<TABLE>
<CAPTION>
Attachments:
-----------
<S>                <C>
Attachment A       Promissory Note
Attachment B       Stock Pledge Agreement
Attachment C       Escrow Agreement
Attachment D       Stock Powers
Attachment E       Consulting Agreements

Schedule 8(f)      Capitalization
Schedule 8(j)      Liabilities
Schedule 8(n)      Litigation
Schedule 8(p)      Compliance with Laws and Regulations
Schedule 8(q)      Defaults
Schedule 8(r)      Permits and Approvals
Schedule 8(z)      Assets
Schedule 8(aa)     Employment Contracts
Schedule 8(cc)     Contracts
</TABLE>


                                       14
<PAGE>
                                  ATTACHMENT A
                                 PROMISSORY NOTE


$4,200,000                                                         June 27, 2005

     After  date,  without  grace,  for  value  received, ROBERT C. SIMPSON (the
"Maker")  hereby promises to pay to the order of CHARLES DUKE and JONATHON DEREK
SELTZER,  jointly  (collectively,  the "Payee") the original principal amount of
$4,200,000 bearing no interest.  All payments of principal hereunder are payable
in  lawful  money of the United States of America c/o Donald J. Harrell, Esq. at
1776  Ringling  Boulevard,  Sarasota,  Florida 34236, or such other place as the
Payee  may  designate  in  writing  to  the  Maker.

     The  principal  of  this  Note  shall  be  due  and  payable  as  follows:

     (a)     $500,000  on  December  31,  2005;

     (b)     $1,000,000  on  March  31,  2006;  and

     (c)     $2,700,000  on  August  7,  2006.

     If  this  Note  is  not  paid  at maturity, however maturity may be brought
about,  all  principal due on the date of such maturity shall bear interest from
the  date  of  such  maturity  at  the  rate  of  six  percent  per  annum.

     Any  interest  on this Note shall be computed for the actual number of days
elapsed  and  on  the basis of a year consisting of 360 days, unless the maximum
legal  interest  rate  would  thereby be exceeded, in which event, to the extent
necessary  to  avoid  exceeding such maximum rate, interest shall be computed on
the  basis  of the actual number of days elapsed in the applicable calendar year
in  which it accrued.  It is the intention of the Maker and the Payee to conform
strictly  to  applicable  usury  laws.  It  is  therefore  agreed  that  (i) the
aggregate  of  all  interest  and  other  charges  constituting  interest  under
applicable  law  and contracted for, chargeable or receivable under this Note or
otherwise  in  connection  with  this  loan  transaction, shall never exceed the
maximum amount of interest, nor produce a rate in excess of the maximum contract
rate  of  interest  the  Payee  may charge the Maker under applicable law and in
regard  to  which  the Maker may not successfully assert the claim or defense of
usury,  and  (ii)  if  any excess interest is provided for, it shall be deemed a
mistake  and  the  same shall be refunded to the Maker or credited on the unpaid
principal balance hereof and this Note shall be automatically deemed reformed so
as  to  permit only the collection of the maximum legal contract rate and amount
of  interest.

     This Note may be prepaid in whole or in part at any time without premium or
penalty by the Maker.  Prepayments shall be applied to installments of principal
in  the  inverse  order  of  maturity  so  that  they will pay the last maturing
principal  installments  first, and these payments will not reduce the amount or
time  of  payment  of  the  remaining  installments.

     Except  as  provided  herein,  the  Maker  and  each  surety, endorser, and
guarantor  waives all demands for payment, presentations for payment, notices of
intention to accelerate maturity, notices of acceleration of maturity, protests,
notices  of protest, grace, and diligence in the collection of this Note, and in
filing  suit  hereon, and agrees that its liability for the payment hereof shall
not  be  affected or impaired by any release or change in the security or by any
extension  or  extensions  of  time  of  payment.

     Any  check,  draft, money order or other instrument given in payment of all
or  any  portion  of  this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute  payment  hereunder  or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to  the  indebtedness  as  herein  provided.

     In the event of default in the payment of this Note or under any instrument
executed  in  connection  with  this Note, the Maker agrees to pay on demand all
costs  incurred  by  the Payee (i) in the collection of any sums, including, but
not  limited  to,  principal,  interest,  expenses,  and  reimbursements due and
payable  on  this  Note,  and  (ii)  in  the


                                        1
<PAGE>
enforcement  of  the  other  terms and provisions of this Note or any instrument
securing  payment  of  this  Note,  whether  such  collection  or enforcement be
accomplished  by  suit or otherwise, including the Payee's reasonable attorney's
fees.

     It is agreed that time is of the essence of this Note, and upon the failure
of  the Maker to cure an event of default within 30 days after receipt of notice
from  the Payee or other holder of such failure, the Payee may declare the whole
sum  of  the  principal of this Note remaining at the time unpaid, together with
the  accrued  interest,  charges,  and, to the extent permitted under applicable
law, costs and reasonable attorney's fees incurred by the Payee in collecting or
enforcing  the  payment  thereof,  immediately  due  and payable without further
notice, and failure to exercise said option shall not constitute a waiver on the
part  of  the  Payee  of  the  right  to  exercise  the  same at any other time.

     Any  check,  draft, money order or other instrument given in payment of all
or  any  portion  of  this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute  payment  hereunder  or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to  the  indebtedness  as  herein  provided.

     This  Note  is  expressly  subject  to and governed by all of the terms and
conditions  contained  in  that  certain Stock Purchase Agreement dated June 27,
2005  (the "Stock Purchase Agreement") by and between Robert C. Simpson, or ZANN
Corp.,  as  his  nominee,  and the Payee, the controlling stockholders of Sartam
Industries,  Inc.,  a  Florida  corporation  ("Sartam"),  that  certain  Escrow
Agreement dated of even date herewith by and between the Maker and the Payee and
Burgess,  Harrell,  Mancuso, Olson & Colton, P.A., and the Consulting Agreements
described  in  the  Stock  Purchase Agreement.  In addition, the payment of this
Note  is  secured  by and subject to that certain Stock Pledge Agreement of even
date  herewith  (the  "Stock Pledge Agreement") by and between the Maker and the
Payee  covering 1,795,250 shares of the issued and outstanding common stock, par
value  $0.01  per  share,  and  164,601  shares  of  the  issued and outstanding
convertible preferred stock, second series, par value $0.01 per share, in Sartam
(collectively,  the  "Sartam  Stock").

     Notwithstanding  anything  herein  contained  to the contrary, in the event
that  Robert C. Simpson assigns to ZANN Corp., a Nevada corporation, as provided
in the Stock Purchase Agreement, all of his right, title, and interest in and to
the  Sartam  Stock, Robert C. Simpson shall be relieved of any and all liability
with  respect  to  this  Note,  the  Stock  Purchase Agreement, the Stock Pledge
Agreement,  the  Escrow  Agreement,  the  Consulting  Agreements,  or  any other
instrument  or  obligation  in  connection therewith.  Any such assignment shall
provide  that  ZANN  Corp. shall be fully substituted for Robert C. Simpson with
respect  to this Note, the Stock Purchase Agreement, the Stock Pledge Agreement,
the  Escrow  Agreement,  the  Consulting  Agreements, or any other instrument or
obligation  in  connection  therewith.

     In  the  event  of  any  conflict between the terms of this Note, the Stock
Purchase  Agreement,  the  Stock  Pledge  Agreement,  the  Escrow Agreement, the
Consulting  Agreements, the terms of the Stock Purchase Agreement shall control.

     This Note shall be governed by and construed in accordance with the laws of
the  State  of  Florida  and  applicable  federal  law.




                                        ----------------------------------------
                                        ROBERT C. SIMPSON


                                        2
<PAGE>
                                  ATTACHMENT B
                             STOCK PLEDGE AGREEMENT


     THIS  AGREEMENT is made this 27th day of June, 2005, by and between CHARLES
DUKE  and  JONATHON DEREK SELTZER (collectively, the "Secured Party") and ROBERT
C.  SIMPSON  or ZANN CORP., a Nevada corporation, as his nominee (the "Debtor").

     WHEREAS,  the  Secured  Party,  pursuant  to  that  certain  Stock Purchase
Agreement  dated  June 27, 2005 (the "Stock Purchase Agreement") has sold to the
Debtor  1,795,250  shares  of the issued and outstanding common stock, par value
$0.01  per  share,  and 164,601 shares of the issued and outstanding convertible
preferred  stock,  second  series,  par value $0.01 per share (collectively, the
"Sartam  Stock"),  in  SARTAM  INDUSTRIES,  INC.,  a  Florida  corporation  (the
"Company");  and

     WHEREAS,  pursuant to the Stock Purchase Agreement, the Debtor has executed
and delivered to the Secured Party that one certain promissory note of even date
herewith  executed  by the Debtor in the original principal amount of $4,200,000
payable  to  the  order  of  the  Secured  Party  (the  "Note");  and

     WHEREAS,  pursuant  to  the  Stock  Purchase  Agreement, the Debtor and the
Secured Party have executed that certain Escrow Agreement with Burgess, Harrell,
Mancuso,  Olson  &  Colton,  P.A.  (the  "Escrow  Agreement");  and

     WHEREAS,  pursuant  to  the  Stock Purchase Agreement, ZANN Corp., a Nevada
corporation,  and  the  Secured  Party  have executed Consulting Agreements (the
"Consulting  Agreements");  and

     WHEREAS,  all  capitalized  terms  herein  shall  have the same meanings as
defined  in  the  Stock  Purchase  Agreement,  unless  otherwise defined herein;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  do  hereby  agree as follows:

     1.     Security  Interest.  The Debtor hereby grants to the Secured Party a
            ------------------
security  interest  and  agrees  and acknowledges that the Secured Party has and
shall  continue  to have a security interest in the Sartam Stock acquired by the
Debtor from the Secured Party pursuant to the Stock Purchase Agreement, together
with  all  monies,  income,  proceeds, substitutions, replacements, and benefits
attributable  or  accruing  to said property, including, but not limited to, all
stock  rights,  rights  to  subscribe,  liquidating  dividends, stock dividends,
dividends  paid  in  stock,  new  securities or other properties or benefits for
which  the  Debtor  is or may hereafter become entitled to receive on account of
said  property,  and in the event that the Debtor shall receive any of such, the
Debtor  shall  hold  same  as trustee for the Secured Party and will immediately
deliver same to the Secured Party to be held hereunder in the same manner as the
properties specifically described above are held hereunder.  All property of all
kinds  in  which  the  Secured  Party  is  herein  granted  a security interest,
including,  but  not limited to, the Sartam Stock, shall hereinafter be referred
to  as  the  "Collateral."

     The  Debtor  agrees to execute such stock powers, endorse such instruments,
or  execute  such  additional  pledge  agreements  or  other documents as may be
required by the Secured Party in order to effectively grant to the Secured Party
the  security  interest in the Collateral.  The security interest granted hereby
is  to secure the payment of any and all indebtedness and liabilities whatsoever
of  the  Debtor  to  the Secured Party whether direct or whether now existing or
hereafter  arising,  and  howsoever  evidenced or acquired, and whether joint or
several,  including, but not limited to, the Stock Purchase Agreement, the Note,
the  Escrow  Agreement, and the Consulting Agreements, and all costs incurred by
the  Secured  Party  to  enforce  this  Agreement  or any of the above described
agreements  and  instruments,  including  but not limited to attorney's fees and
expenses  (all  of  such  obligations,  indebtedness  and  liabilities  being
hereinafter  collectively  referred  to  as  the  "Obligations").

     2.     Warranties  and Covenants of the Debtor.  The Debtor, for so long as
            ---------------------------------------
he  has  any duty with respect to the Obligations, hereby warrants and covenants
as  follows:


                                        1
<PAGE>
          (a)     The  security  interest  granted  hereby  will  attach  to the
Collateral  on  the  date  hereof.

          (b)     Except  for the security interest granted hereby and for taxes
not  yet  due  and  for  restrictions imposed by applicable securities laws, the
Debtor  is  the  owner  of  the  Collateral  free of any adverse claim, security
interest  or  encumbrance, and the Debtor will defend the Collateral against all
claims  and demands of all persons at any time claiming the same or any interest
therein.

          (c)     The Debtor authorizes the Secured Party to file, in the office
of  the  Secretary of State of Florida, a financing statement signed only by the
Secured  Party covering the Collateral, and at the request of the Secured Party,
the  Debtor  will  join  the  Secured  Party  in executing one or more financing
statements  pursuant  to  the  Uniform Commercial Code in effect in the State of
Florida  on the date hereof in a form satisfactory to the Secured Party, and the
Secured  Party  will pay the cost of filing the same, or filing or recording the
financing  statements  in  all  public  offices  wherever filing or recording is
deemed  by  the  Secured  Party  to be necessary or desirable.  It being further
stipulated  in  this regard that the Secured Party may also at any time or times
sign  a  counterpart  of  this Agreement signed by the Debtor and file same as a
financing  statement  if  the  Secured  Party  shall  elect  to  do  so.

          (d)     The  Debtor  will  not  sell  or  offer  to  sell or otherwise
transfer  or  encumber  the  Collateral  or  any  interest  therein.

          (e)     The  Debtor  will  keep  the  Collateral free from any adverse
lien,  security  interest,  or encumbrance, except the security interest granted
hereby  and  for  taxes  not  yet  due.

          (f)     The  Debtor  will  pay  to  the  Secured  Party  all costs and
expenses,  including reasonable attorney's fees, incurred or paid by the Secured
Party  in exercising or protecting its interests, rights and remedies under this
Agreement  in  the  event  of default by the Debtor hereunder or under the Stock
Purchase  Agreement  or  the  Obligations.

          (g)     The Debtor will pay all expenses incurred by the Secured Party
in preserving, defending, and enforcing this security interest in the Collateral
and  in  collecting or enforcing the Obligations.  Expenses for which the Debtor
is  liable  include,  but  are  not  limited  to, taxes, assessments, reasonable
attorney's  fees,  and  other legal expenses.  These expenses will bear interest
from the dates of payment at the highest rate stated in the Obligations, and the
Debtor  will  pay  the Secured Party this interest on demand at a time and place
reasonably  specified by the Secured Party.  These expenses and interest will be
part  of  the  Obligations  and  will  be  recoverable  as such in all respects.

          (h)     The  Debtor  will  immediately notify the Secured Party of any
change  in  the  Debtor's  name,  address,  or  location,  change  in any matter
warranted or represented in this Agreement, change that may affect this security
interest,  and  any  Event  of  Default.

          (i)     The  Debtor  appoints  the  Secured  Party  as  the  Debtor's
attorney-in-fact, effective if an Event of Default as hereinafter defined is not
cured  within  30  days  after  receipt  by the Debtor from the Secured Party of
notice  thereof,  to  do  any  act  that  the  Debtor is obligated to do by this
Agreement,  to  exercise all rights of the Debtor in the Collateral, to make all
collections,  to  execute any papers and instruments, and to do all other things
necessary  to preserve and protect the Collateral and to make collections and to
protect  the  Secured  Party's  security  interest  in  the  Collateral.

          (j)     If  during  the term of this pledge, any subscription, option,
warrant  or  other  right  is  issued  in connection with the Collateral, or any
dividend, distribution, split, reclassification, readjustment or other change is
declared or made in the capital structure or ownership interests of the Company,
all such rights and all new shares, securities, interests or other rights issued
pursuant  thereto  shall  be held by the Secured Party under the terms hereof in
the  same  manner  as the Collateral originally pledged hereunder and the Debtor
shall  not  exercise  any  such  rights.

          (k)     During  the  term of this pledge, the Debtor shall prevent (i)
any  issuance  of  capital  stock by the Company that would dilute the ownership
interest  in  the  Company  represented  by  the  Collateral; (ii) any dividend,
distribution  or  other  payment  from  the Collateral by the Company; (iii) any
amendment  or  modification  to


                                        2
<PAGE>
the  Company's  articles  of incorporation, bylaws and other governing documents
that  could  adversely  affect  the  value  of  the Collateral; (iv) any merger,
reorganization,  consolidation,  recapitalization,  substantial  asset  sale,
liquidation,  extraordinary  action,  filing  of  insolvency  or  bankruptcy
proceedings,  or similar corporate action not in the ordinary course of business
by  the  Company;  (v)  any  agreement  or  arrangement  regarding compensation,
remuneration,  employee, fringe or other benefits, expense reimbursement, or any
transfer  of value, with an officer, director, or shareholder of the Company, or
any  relative  of  any  of  the  foregoing,  or  any  person, business or entity
affiliated  with  any  of the foregoing, other than on terms and conditions that
are  intrinsically  fair  and reasonable and substantially similar to those that
would  be  available  on  an  arms-length basis with third parties and which are
terminable  with  not  more  than 30 days notice by the Company; (vi) any lease,
license,  sale  or  other  agreement  relating to any Company patent, trademark,
copyright,  know-how,  technology,  intellectual  property, or other proprietary
right,  without  the  prior  written consent of the Secured Party; and (vii) any
action  which  is  likely  to  cause  the  value of the Collateral to materially
decline.

     3.     General Covenants.  The security interest granted hereby shall in no
            -----------------
way  be  affected  by  any  indulgence  or indulgences, extension or extensions,
change or changes in the form, evidence, maturity, rate of interest or otherwise
of  the  Obligations,  or  by  want  of  presentment,  notice, protest, suit, or
indulgence upon the Obligations, or shall any release of any security for any of
the  parties  liable  for the payment of the Obligations in any manner affect or
impair  this  Agreement,  and  same  shall  continue in full force and effect in
accordance  with  their  terms  until  the  Obligations  have  been  fully paid.

     Any  and  all securities and other properties of the Debtor heretofore, now
or  hereafter  delivered  to  the  Secured  Party,  or  in  the  Secured Party's
possession, shall also secure the Obligations and shall be held and construed to
be  a  part  of  the  Collateral hereunder to the same extent as fully described
herein.

     4.     Events  of  Default.  The  Debtor  shall  be  in  default under this
            -------------------
Agreement  upon  the  happening  of  any  of  the following events or conditions
(hereinafter  severally  referred  to  as an "Event of Default" and collectively
referred  to  as  the  "Events  of  Default"):

          (a)     Default  by  the Debtor with respect to any of the Obligations
which  is  not  cured  within  30  days.

          (b)     The levy of any attachment, execution or other process against
the  Debtor,  the  Company,  or  any  of  the  Collateral  that is not stayed or
dismissed  within  30  days.

          (c)     Dissolution,  termination of existence, insolvency or business
failure  of the Debtor, the Company, or any endorser, guarantor or surety of the
Obligations,  or commission of the act of bankruptcy by, or the appointment of a
receiver  or  other  legal  representative  for  any  part  of  the property of,
assignment  for  the benefit of creditors by, or commencement of any proceedings
under any bankruptcy or insolvency law by or against, the Debtor, the Company or
any  endorser,  guarantor,  or surety for the Obligations that are not stayed or
dismissed  within  30  days  of  filing.

          (d)     Default in the performance of any covenant or agreement of the
Debtor  or the Company to the Secured Party, whether under this Agreement or the
Note,  or  any  other  instrument executed in connection with said agreements or
otherwise.

          (e)     The  occurrence  of  any  event  which  under the terms of any
evidence  of  indebtedness,  indenture,  loan  agreement, security agreement, or
similar  instrument  permits the acceleration of maturity of any indebtedness of
the  Company  or  the  Debtor to the Secured Party, or to persons other than the
Secured  Party,  or  the Secured Party receives notification that another person
has  or  expects  to  acquire  a security interest in the Collateral or any part
thereof.

          (f)     If  any  warranty,  covenant,  or  representation  made to the
Secured  Party  by or on behalf of the Debtor or the Company proves to have been
false  in  any  material  respect  when  made.

          (g)     If  any  lien  attaches  to  any  of  the  Collateral.


                                        3
<PAGE>
     5.     Remedies.  Upon  the failure of the Debtor or the Company to cure an
            --------
Event  of  Default within 30 days after receipt of notice from the Secured Party
of such Event of Default and at any time thereafter, at the option of the holder
thereof,  any or all of the Obligations shall become immediately due and payable
without  presentment or demand or any further notice to the Debtor, the Company,
or  any other person obligated thereon, and the Secured Party shall have and may
exercise with reference to the Collateral any and all of the rights and remedies
of  a secured party under the Uniform Commercial Code as adopted in the State of
Florida,  and  as otherwise granted herein or under any other agreement executed
by  the  Debtor,  including,  without limitation, the right and power to sell at
public  or  private  sale  or  sales,  or  otherwise  dispose  of or utilize the
Collateral  and  any part or parts thereof in any manner authorized or permitted
under  this  Agreement  or  under  the Uniform Commercial Code as adopted in the
State  of  Florida  after  default by the Debtor or the Company and to apply the
proceeds  thereof  toward  the  payment of any costs and expenses and attorney's
fees  thereby  incurred  by  the  Secured  Party  and  toward  payment  of  the
Obligations,  in such order or manner as the Secured Party may elect, including,
without  limiting  the  foregoing:

          (a)     The  Secured Party is hereby granted the right, at his option,
upon the occurrence of an Event of Default hereunder, to transfer at any time to
himself  or  to  his nominee securities or other property hereby pledged, or any
part  thereof,  and  to  continue  to exercise or thereafter exercise all voting
rights with respect to such security so transferred and to receive the proceeds,
payments,  monies,  income  or  benefits attributable or accruing thereto and to
hold  the  same as security for the Obligations hereby secured or at the Secured
Party's  election, to apply such amounts to the Obligations, whether or not then
due, in such order as the Secured Party may elect, or, the Secured Party may, at
his  option,  without transferring such securities or properties to his nominee,
exercise  all voting rights with respect to the securities pledged hereunder and
vote all or any part of such securities at any regular or special meeting of the
stockholders  of  the  Company,  and the Debtor does hereby name, constitute and
appoint  as a proxy of the Debtor the Secured Party, in the Debtor's name, place
and  stead  to vote any and all such securities, as said proxy may elect for and
in  the  name,  place  and stead of the Debtor, such proxy to be irrevocable and
deemed  coupled  with  an  interest.

          (b)     Sell,  lease, or otherwise dispose of any of the Collateral in
accordance  with  the  rights,  remedies,  and  duties  of a secured party under
Chapters  2  and 9 of the Florida Uniform Commercial Code after giving notice as
required  by those chapters; unless the Collateral threatens to decline speedily
in value, is perishable, or would typically be sold on a recognized market.  The
Secured  Party  will give the Debtor reasonable notice of any public sale of the
Collateral  or  of  a  time  after which it may be otherwise disposed of without
further  notice  of the Debtor.  In such event, notice will be deemed reasonable
if it is mailed, postage prepaid, to the Debtor at the address specified in this
Agreement  at  least  30  days before any public sale or 30 days before the time
when  the  Collateral may be otherwise disposed of without further notice to the
Debtor.

          (c)     Apply  any  proceeds  from disposition of the Collateral after
default  in  the manner specified in Chapter 9 of the Florida Uniform Commercial
Code,  including  payment  of the Secured Party's reasonable attorney's fees and
court  expenses.

          (d)     If,  after  disposition  of  the  Collateral,  the Obligations
remain  unsatisfied,  collect  the  deficiency  from  the  Debtor.

          (e)     Retain all payments to date under the Stock Purchase Agreement
and  cause  the  transfer  of  the  Collateral into the name of Secured Party as
liquidated  damages  under  the  Note, and bring an action against Debtor in its
name  or  in the name of Company to the extent of any damage or loss in value to
the  Collateral  caused  by  the  Debtor.

     6.     Voting  Rights.  So  long  as  no  Event of Default has occurred and
            --------------
remains  uncured and disregarding cure or grace periods under the Stock Purchase
Agreement  or  the Obligations, or hereunder, the Debtor shall have the right to
vote  all  of the Debtor's shares of the Sartam Stock or items of the Collateral
subject  to  this  Agreement,  and the Secured Party shall on demand execute and
deliver an effective proxy or proxies in favor of the Debtor, whenever demand is
made  upon  the  Secured  Party for such proxy or proxies by the Debtor.  In the
event  of  an  Event of Default which remains uncured disregarding cure or grace
periods  under  the  Stock Purchase Agreement, the Obligations or hereunder, the
Secured  Party  shall  have  the right to vote all shares of the Sartam Stock or
items  of  the  Collateral,  and  the  Debtor hereby grants the Secured Party an
irrevocable  proxy  coupled  with  an  interest  to  so  vote  the  Collateral.


                                        4
<PAGE>
     7.     Payment of the Obligations.  Simultaneously with the payment in full
            --------------------------
of the Obligations, or the Obligations are otherwise deemed to have been paid in
full  pursuant to the terms of the Stock Purchase Agreement and the Obligations,
the  Secured  Party  shall  execute  and  file  at  its  own expense any and all
instruments  necessary  to  terminate  the  security  interest in the Collateral
created  by this Agreement and also execute any and all other instruments deemed
reasonably  necessary  by  the  Debtor to vest in the Debtor title in the Sartam
Stock and any other item constituting the Collateral, free from any claim by the
Secured  Party.

     8.     No  Usury.  It is the intention of the parties hereto to comply with
            ---------
the  usury  laws  of  the  State  of  Florida.  Accordingly,  it  is agreed that
notwithstanding any provision to the contrary in this Agreement or in any of the
documents  evidencing  the  Obligations  or  otherwise relating thereto, no such
provision  shall  require  the  payment  or permit the collection of interest in
excess  of  the  maximum  permitted  by  law.  If any excess of interest in such
respect  is provided for, or shall be adjudicated to be so provided for, in this
Agreement,  or  any  of  the  documents  evidencing the Obligations or otherwise
relating  thereto,  then  in  such  event:

          (a)     The  provisions  of  this  paragraph shall govern and control;

          (b)     Neither  the  Debtor,  the  Company  nor  their  successors or
assigns,  or any other party liable for the payment of the Obligations, shall be
obligated  to pay the amount of such interest to the extent that it is in excess
of  the  maximum  amount  permitted  by  law;

          (c)     Any  such  excess interest which may have been collected shall
be,  at  the  option of the holder of the instrument evidencing the Obligations,
either  applied  as  a  credit  against  the  unpaid principal amount thereof or
refunded  to  the  maker  thereof;  and

          (d)     The  effective rate of interest shall be automatically subject
to reduction to the maximum lawful contract rate allowed under the usury laws of
the  State  of  Florida  as now or hereafter construed by any court of competent
jurisdiction.

     9.     Assignment.  Notwithstanding  anything  herein  contained  to  the
            ----------
contrary,  if the Debtor is not in default hereunder or under the Stock Purchase
Agreement  or  the  Obligations,  the  Debtor may assign to ZANN Corp., a Nevada
corporation,  all  of his right, title, and interest in and to the Sartam Stock.
In the event of any such assignment, the Debtor shall be relieved of any and all
liability  with  respect  to  this  Agreement, the Stock Purchase Agreement, the
Obligations, or any other instrument or obligation in connection therewith.  Any
such assignment shall provide that ZANN Corp. shall be fully substituted for the
Debtor  with  respect  to  this  Agreement,  the  Stock  Purchase Agreement, the
Obligations,  or  any  other  instrument  or obligation in connection therewith.

     10.     Mediation and Arbitration.  All disputes arising or related to this
             -------------------------
Agreement  must  exclusively  be  resolved  first  by  mediation with a mediator
selected  by  the  parties, with such mediation to be held in Sarasota, Florida.
If  such  mediation  fails,  then  any such dispute shall be resolved by binding
arbitration  under  the Commercial Arbitration Rules of the American Arbitration
Association  in  effect at the time the arbitration proceeding commences, except
that  (a)  Florida  law and the Federal Arbitration Act must govern construction
and  effect, (b) the locale of any arbitration must be in Sarasota, Florida, and
(c)  the  arbitrator  must  with  the award provide written findings of fact and
conclusions  of  law.  Any party may seek from a court of competent jurisdiction
any  provisional  remedy  that  may be necessary to protect its rights or assets
pending the selection of the arbitrator or the arbitrator's determination of the
merits of the controversy.  The exercise of such arbitration rights by any party
will  not  preclude  the  exercise  of any self-help remedies (including without
limitation,  setoff  rights)  or  the  exercise  of any non-judicial foreclosure
rights.  An  arbitration  award may be entered in any court having jurisdiction.

     11.     Attorney's  Fees.  In the event that it should become necessary for
             ----------------
any  party  entitled  hereunder  to  bring  suit against the other party to this
Agreement  for  enforcement  of  this Agreement, the parties hereby covenant and
agree  that the party who is found to be the prevailing party in such suit shall
also  be  entitled to recover all of its reasonable attorney's fees and costs of
court  incurred  to  bring  suit  from  the  other  party.


                                        5
<PAGE>
     12.     Benefit.  All  the  terms and provisions of this Agreement shall be
             -------
binding  upon  and  inure  to  the  benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

     13.     Notices.  All  notices, requests, demands, and other communications
             -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, or
by  telecopy  or e-mail, if to the Debtor, addressed to Dr. Robert C. Simpson at
1549  North  Leroy Street, Suite D-200, Fenton, Michigan 48430, telecopier (810)
629-9062,  and  e-mail bob@zanncorp.com, with a copy to Norman T. Reynolds, Esq.
at  815  Walker  Street,  Suite  1250,  Houston,  Texas  77002, telecopier (713)
237-3202,  and  e-mail  nreynolds@gpm-law.com;  and  if  to  the  Secured Party,
addressed  to  Mr.  Charles  Duke  at  4127 South Tamiami Trail, Venice, Florida
34293,  telecopier  (941)  493-8493,  and  e-mail  cjsjduke@comcast.net, and Mr.
Jonathon  Derek  Seltzer at 3889 Stone Lakes Drive, Kennesaw, Georgia 30152, and
e-mail  jdseltzer@aol.com,  with  a  copy  to  Donald  J.  Harrell, Esq. at 1776
Ringling  Boulevard,  Sarasota,  Florida  34236,  telecopier (941) 366-0189, and
e-mail  dharrell@burgessharrell.com.  Any  party  hereto  may change its address
upon  10  days'  written  notice  to  any  other  party  hereto.

     14.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.

     15.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     16.     Cumulative Rights.  The rights and remedies of any party under this
             -----------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     17.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     18.     Time  of  the  Essence.  Time  is of the essence of this Agreement.
             ----------------------

     19.     Perfection  of  Title.  The  parties hereto shall do all other acts
             ---------------------
and  things  that may be reasonably necessary or proper, fully or more fully, to
evidence,  complete  or  perfect  this Agreement, and to carry out the intent of
this  Agreement.

     20.     Headings.  The  headings used in this Agreement are for convenience
             --------
and  reference  only and in no way define, limit, simplify or describe the scope
or  intent  of this Agreement, and in no way effect or constitute a part of this
Agreement.

     21.     Excusable  Delay.  None of the parties hereto shall be obligated to
             ----------------
perform  and none shall be deemed to be in default hereunder, if the performance
of  a  non-monetary  obligation  is  prevented  by  the occurrence of any of the
following,  other  than  as  the  result of the financial inability of the party
obligated to perform: acts of God, strikes, lock-outs, other material industrial
disturbances,  acts  of  a  public  enemy,  terrorists,  wars or war-like action
(whether  actual, impending or expected and whether de jure or de facto), arrest
or other restraint of governmental (civil or military) blockades, insurrections,
riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms,
floods,  washouts,  sink  holes,  civil  disturbances,  explosions,  breakage or
accident  to  equipment  or


                                        6
<PAGE>
machinery,  confiscation  or  seizure  by  any  government  of public authority,
nuclear  reaction  or  radiation,  radioactive  contamination  or  other similar
causes,  whether  of  the  kind  herein  enumerated,  or otherwise, that are not
reasonably  within  the  control  of  the  party  claiming  the  right  to delay
performance  on  account  of  such  occurrence.

     22.     Incorporation by Reference.  The agreements referred to or included
             --------------------------
herein  constitute  integral  parts  to this Agreement and are incorporated into
this  Agreement  by  this  reference.

     23.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     24.     Controlling  Agreement.  In  the  event of any conflict between the
             ----------------------
terms  of  this  Agreement,  the  Note,  the  Escrow  Agreement,  the Consulting
Agreements,  or  the  Stock  Purchase Agreement, the terms of the Stock Purchase
Agreement  shall control.  Provided, however, the time for curing a default with
respect  to  the  Note  as specified in the Note shall control over the terms of
this  Agreement.

     25.     Law  Governing;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and  construed  in  accordance  with  the  laws of the State of Florida, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for the Middle District of Florida, as well as of the Courts of the State
of  Florida  in  Sarasota  County, Florida, exclusively over any suit, action or
proceeding  arising  out  of  or  relating to this Agreement.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may  now or hereafter have to the laying of the venue of any such mediation,
arbitration, suit, action or proceeding brought in any such county and any claim
that any such mediation, arbitration, suit, action or proceeding brought in such
county  has  been  brought  in  an  inconvenient  forum.

     26.     Entire  Agreement.  This  instrument  and  the  attachments  hereto
             -----------------
contain  the  entire understanding of the parties and may not be changed orally,
but  only  by  an  instrument  in  writing  signed  by  the  party  against whom
enforcement  of  any  waiver,  change,  modification, extension, or discharge is
sought.

     IN  WITNESS  WHEREOF,  the parties have executed this Agreement on the date
first  written  above.


                                        THE SECURED PARTY:



                                        ----------------------------------------
                                        CHARLES DUKE



                                        ----------------------------------------
                                        JONATHON DEREK SELTZER


                                        THE DEBTOR:



                                        ----------------------------------------
                                        ROBERT C. SIMPSON


                                        7
<PAGE>
                                  ATTACHMENT C
                                ESCROW AGREEMENT


     THIS  ESCROW  AGREEMENT  is  made  and entered into on June 27, 2005 by and
between  ROBERT  C. SIMPSON, or ZANN Corp., a Nevada corporation, as his nominee
(the "Purchaser") and CHARLES DUKE and JONATHON DEREK SELTZER (collectively, the
"Sellers"),  the  controlling stockholders of SARTAM INDUSTRIES, INC., a Florida
corporation  ("Sartam") and BURGESS, HARRELL, MANCUSO, OLSON & COLTON, P.A. (the
"Escrow  Agent").

     WHEREAS,  the  Purchaser  and  the Sellers have executed that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") with respect to the purchase
of  1,795,250 shares of the issued and outstanding common stock, par value $0.01
per  share,  and  164,601  shares  of  the  issued  and  outstanding convertible
preferred  stock,  second  series,  par value $0.01 per share (collectively, the
"Sartam Stock") of SARTAM INDUSTRIES, INC., a Florida corporation ("Sartam"), to
which  Stock  Purchase  Agreement  reference  is  hereby  made;  and

     WHEREAS,  all  capitalized  terms  herein  shall  have the same meanings as
defined  in  the  Stock Purchase Agreement, unless otherwise defined herein; and

     WHEREAS,  the Purchaser has delivered into escrow with the Escrow Agent the
1,795,250  common  shares  and 164,601 preferred shares of the Sartam Stock (the
"Escrowed  Shares");  and

     WHEREAS,  the  Escrowed  Shares  have been accompanied by stock powers duly
executed  by  the  Purchaser  in favor of the Sellers, which will be utilized to
transfer  the Escrowed Shares to the Sellers in the event of a default under the
Stock  Purchase  Agreement  or  the  Other  Agreements;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  do  agree  as  follows:

     1.     Transfer  into Escrow by the Purchaser.  The Purchaser has delivered
            --------------------------------------
into  escrow  with the Escrow Agent, the receipt of which is hereby acknowledged
by  the  Escrow  Agent,  the  Escrowed  Shares.

     2.     Release  of  the Escrowed Shares.  Upon the complete satisfaction of
            --------------------------------
the  Stock  Purchase  Agreement and the Other Agreements, the Escrow Agent shall
deliver  the  Escrowed  Shares  to  the  Purchaser.

     3.     Duty  of the Escrow Agent.  The sole duty of the Escrow Agent, other
            -------------------------
than  as hereinafter specified, shall be to receive the Escrowed Shares and hold
them  subject  to release, in accordance with this Agreement, the Stock Purchase
Agreement,  and  the  Other  Agreements.

     4.     Liability  of  the  Escrow  Agent.  The  duties  of the Escrow Agent
            ---------------------------------
hereunder  will  be  limited  to  observance  of  the express provisions of this
Agreement.  Furthermore,  the  Escrow  Agent  is  not expected or required to be
familiar  with  the provisions of any other writing, understanding or agreement,
and shall not be charged with any responsibility or liability in connection with
the  observance  or  non-observance  of  the  provisions  of such other writing,
understanding or agreement, and no implied covenant of any type whatsoever shall
be  read  into  this  Agreement.

     The  further  provisions  shall  govern  the  Escrow  Agent's  liabilities
hereunder:

          (a)     In  receiving  the Escrowed Shares, the Escrow Agent acts only
as  a  depository  and thereby assumes no responsibility, except pursuant to the
terms  of  this  Agreement.

          (b)     The  Escrow Agent may act or refrain from acting in respect of
any  matter  covered by this Agreement in full reliance upon and with the advice
of  counsel  which  may  be  selected by him, and shall be fully protected in so
acting  or  in  refraining  from  acting  upon  the  advice  of  such  counsel.
Furthermore, the Escrow Agent may rely and shall be protected in acting upon any
writing  that  may  be  submitted to him in connection with his duties hereunder
without determining the genuineness, authenticity or due authority from any such
writing or the person signing same and shall have no liability or responsibility
with  respect  to  the  form,  content  or  validity  thereof.


                                        1
<PAGE>
          (c)     The Escrow Agent shall have no responsibility or liability for
any  act  or  omission  on his part, notwithstanding any demand or notice to the
contrary  by  the  Sellers  or the Purchaser, or any other person or entity, all
subject  to  the  sole  limitation  that  the  Escrow  Agent  exercises his best
judgment.  Except  as  herein expressly provided, none of the provisions of this
Agreement  shall  require  the  Escrow  Agent to expend or risk his own funds or
otherwise  incur financial liability or expense in the performance of any of his
duties  hereunder.

          (d)     The  Escrow Agent is hereby authorized to comply with and obey
all  orders,  judgments, decrees or writs entered or issued by any court, and in
the  event  the  Escrow  Agent  obeys or complies with any such order, judgment,
decree  or writ, in whole or in part, he shall not be liable to the Sellers, the
Purchaser,  or  any  other  person  or  entity,  by  reason  or such compliance,
notwithstanding  that  it  shall  be  determined  that any such order, judgment,
decree  or  writ be entered without jurisdiction or be invalid for any reason or
be  subsequently  reversed,  modified,  annulled,  satisfied  or  vacated.

          (e)     The  Escrow Agent shall not be required to institute or defend
any action or legal process involving any matter referred to herein which in any
manner affects his duties or liabilities hereunder to take any other action with
reference  to  the  Escrowed  Shares  not specifically agreed to herein, and the
Escrow  Agent shall not be responsible for any act or failure to act on his part
except  in  the  case  of  his  own  fraud  or  gross  negligence.

          (f)     Should  any  controversy  arise  between the Escrow Agent, the
Sellers,  the  Purchaser,  or between any other person or entity with respect to
this  Agreement, or with respect to the ownership of or the right to receive the
Escrowed  Shares,  the  Escrow Agent shall have the right to institute a plea of
interpleader  in  any court of competent jurisdiction to determine the rights of
the  parties.  Should a plea of interpleader be instituted, or should the Escrow
Agent  become  involved in litigation in any manner whatsoever connected with or
pertaining  to  this  Agreement,  the  Stock  Purchase  Agreement,  the  Other
Agreements,  or  the Escrowed Shares, the Sellers and the Purchaser hereby agree
to pay the Escrow Agent, on demand, in addition to any charge made hereunder for
acting as escrow agent, reasonable attorneys' fees incurred by the Escrow Agent,
and  any other disbursements, expenses, losses, costs, and damages in connection
with  or  resulting  from  such  litigation.

     5.     Indemnification.  The  Sellers  and  the  Purchaser  hereby agree to
            ---------------
indemnify  and  hold  the  Escrow  Agent  harmless  from and against any and all
claims,  loses,  liabilities,  costs,  damages,  fees,  charges,  and  expenses
(including  attorneys'  fees)  which  the  Escrow  Agent may incur or sustain by
reason of his acting as the Escrow Agent under this Agreement, unless same shall
result  from  the  fraud  or  gross  negligence of the Escrow Agent.  This shall
include  customary fees and costs which the Escrow Agent charges as an attorney.
The  parties  waive  the  Escrow  Agent's  conflict  in  acting  hereunder  and
representing  the  Sellers.

     6.     Death, Incapacity, or Resignation of the Escrow Agent.  In the event
            -----------------------------------------------------
of  the  death,  incapacity, or resignation of the Escrow Agent, the Sellers and
the  Purchaser  shall  appoint a successor Escrow Agent within 10 days following
such  death, incapacity, or resignation.  If the Sellers and the Purchaser shall
fail  to appoint a successor Escrow Agent within such 10 day period, the Sellers
or  the  Escrow Agent may thereupon deposit the Escrowed Shares and stock powers
into  the  registry  of  a  court  of competent jurisdiction, and seek to have a
successor  Escrow  Agent  appointed  by such court.  Any substitute Escrow Agent
appointed  hereunder  shall possess and exercise all powers and authority herein
conferred  on  the  original Escrow Agent, unless the court otherwise decrees in
the  order  of  appointment.  Further,  any successor Escrow Agent shall receive
such compensation as such court may determine.  The parties hereto intend that a
substitute  Escrow  Agent  will be appointed to fulfill the duties of the Escrow
Agent  hereunder  for  the  remaining term of this Agreement in the event of the
Escrow  Agent's  death, incapacity, or resignation, and the Sellers will use his
best efforts to promptly appoint a substitute Escrow Agent who shall be bound by
the  terms  and  provisions  of  this  Agreement.

     7.     Termination  and  Amendment.  This  Agreement shall remain in effect
            ---------------------------
until  the  Escrowed  Shares are delivered in accordance herewith; provided that
any escrow agent hereunder who resigns in accordance with the terms hereof shall
no longer be bound by this Agreement, but this Agreement shall remain in effect,
notwithstanding  such  resignation,  for  purposes of determining the rights and
duties  of  the  Sellers  and  any  successor  escrow  agent.  No  amendment  or
modification  to this Agreement shall be in force or effect unless signed by the
parties  hereto.


                                        2
<PAGE>
     8.     No Trusteeship.  The Sellers and the Purchaser agree that the Escrow
            --------------
Agent  is  acting  solely as an escrowee hereunder and not as a trustee and that
the  Escrow Agent has no fiduciary duties, obligations or liabilities under this
Agreement.

     9.     Confidentiality.  Except  as  required  by  applicable  law,  legal
            ---------------
process  or  other legal compulsion, the Escrow Agent shall hold all information
relating to the transactions contemplated by this Agreement in strict confidence
and  under  no  circumstance  shall  any  of  the  terms  and  conditions or the
participants  involved  be  disclosed,  unless  such  disclosure  is mandated by
applicable  law.

     10.     Assignment.  Notwithstanding  anything  herein  contained  to  the
             ----------
contrary,  if  the  Purchaser  is  not  in default hereunder, the Stock Purchase
Agreement  or  the  Other  Agreements, the Purchaser may assign to ZANN Corp., a
Nevada  corporation,  all of his right, title, and interest in and to the Sartam
Stock.  In  the event of any such assignment, the Purchaser shall be relieved of
any  and  all  liability  with  respect  to  this  Agreement, the Stock Purchase
Agreement  or  the  Other  Agreements,  or any other instrument or obligation in
connection  therewith.  Any  such assignment shall provide that ZANN Corp. shall
be fully substituted for the Purchaser with respect to this Agreement, the Stock
Purchase  Agreement  or  the  Other  Agreements,  or  any  other  instrument  or
obligation  in  connection  therewith.

     11.     Mediation and Arbitration.  All disputes arising or related to this
             -------------------------
Agreement  or  the  Other  Agreements  must  exclusively  be  resolved  first by
mediation  with  a  mediator  selected by the parties, with such mediation to be
held in Sarasota, Florida.  If such mediation fails, then any such dispute shall
be resolved by binding arbitration under the Commercial Arbitration Rules of the
American  Arbitration  Association  in  effect  at  the  time  the  arbitration
proceeding  commences,  except  that (a) Florida law and the Federal Arbitration
Act  must govern construction and effect, (b) the locale of any arbitration must
be  in  Sarasota,  Florida,  and  (c) the arbitrator must with the award provide
written  findings  of  fact  and  conclusions of law.  Any party may seek from a
court  of competent jurisdiction any provisional remedy that may be necessary to
protect  its  rights  or  assets  pending the selection of the arbitrator or the
arbitrator's  determination  of  the merits of the controversy.  The exercise of
such  arbitration  rights  by  any  party  will not preclude the exercise of any
self-help remedies (including without limitation, setoff rights) or the exercise
of  any non-judicial foreclosure rights.  An arbitration award may be entered in
any  court  having  jurisdiction.

     12.     Attorneys'  Fees.  In the event that it should become necessary for
             ----------------
any  party  entitled  hereunder  to  bring  suit  against  any  other  party for
enforcement  of  this  Agreement, the parties hereby covenant and agree that the
party  who  is  found  to  be  the  prevailing  party in such suit shall also be
entitled  to  receive its reasonable attorneys' fees and costs of court from the
other  parties.

     13.     Benefit.  The  terms  and  provisions  of  this  Agreement shall be
             -------
binding  upon, inure to the benefit of and be enforceable by, the parties hereto
and  their  respective  successors  and  permitted  assigns.

     14.     Notices.  All  notices, requests, demands, and other communications
             -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, or
by  telecopy  or e-mail, if to the Purchaser, addressed to Dr. Robert C. Simpson
at  1549  North  Leroy  Street,  Suite D-200, Fenton, Michigan 48430, telecopier
(810)  629-9062, and e-mail bob@zanncorp.com, with a copy to Norman T. Reynolds,
Esq.  at  815  Walker Street, Suite 1250, Houston, Texas 77002, telecopier (713)
237-3202,  and e-mail nreynolds@gpm-law.com; and if to the Sellers, addressed to
Mr.  Charles Duke at 4127 South Tamiami Trail, Venice, Florida 34293, telecopier
(941)  493-8493, and e-mail cjsjduke@comcast.net, and Mr. Jonathon Derek Seltzer
at  3889  Stone  Lakes  Drive,  Kennesaw,  Georgia  30152,  and  e-mail
jdseltzer@aol.com,  with  a  copy  to  Donald  J. Harrell, Esq. at 1776 Ringling
Boulevard,  Sarasota,  Florida  34236,  telecopier  (941)  366-0189,  and e-mail
dharrell@burgessharrell.com.  Any  party  hereto  may change its address upon 10
days'  written  notice  to  any  other  party  hereto.

     15.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation  or  an  individual  or


                                        3
<PAGE>
individuals  doing  business  under  a  firm  or  trade name, and the masculine,
feminine  and  neuter  pronouns  shall  each  include  the other and may be used
interchangeably  with  the  same  meaning.

     16.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     17.     Representations,  Warranties  and  Agreements  to  Survive.  All
             ----------------------------------------------------------
indemnity  agreements  set  forth  in  this  Agreement,  as  well  as  all
representations,  warranties,  covenants  and other agreements set forth in this
Agreement shall remain operative and in full force and effect at the termination
of  this  Agreement,  and  any successor of the parties shall be entitled to the
benefit  of  the  respective  representations,  warranties  and  agreements made
herein.

     18.     Cumulative  Rights.  The  rights  and  remedies  contained  in this
             ------------------
Agreement  shall  be cumulative and the exercise or partial exercise of any such
right  or  remedy  shall not preclude the exercise of any other right or remedy.

     19.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in  this  Agreement  shall,  for  any  reason, be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall not affect the other provisions of this Agreement or any
such  other  instrument.

     20.     Headings.  The  headings used in this Agreement are for convenience
             --------
and reference only and in no way define, limit, amplify or describe the scope or
intent  of  this  Agreement,  and  do  not  effect  or constitute a part of this
Agreement.

     21.     Excusable Delay.  The parties shall not be obligated to perform and
             ---------------
shall  not  be  deemed  to  be  in  default  hereunder,  if the performance of a
non-monetary obligation required hereunder is prevented by the occurrence of any
of  the  following,  other  than as the result of the financial inability of the
party  obligated  to  perform:  acts  of God, strikes, lock-outs, other material
industrial disturbances, acts of a public enemy, war or war-like action (whether
actual,  impending  or  expected  and  whether  de  jure  or  de facto), acts of
terrorists,  arrest  or  other  restraint  of  governmental (civil or military),
blockades,  insurrections, riots, epidemics, landslides, lightning, earthquakes,
fires,  hurricanes,  storms,  floods,  washouts, sink holes, civil disturbances,
explosions,  breakage  or  accident  to  equipment or machinery, confiscation or
seizure  by  any  government of public authority, nuclear reaction or radiation,
radioactive  contamination  or  other similar causes, whether of the kind herein
enumerated or otherwise, that are not reasonably within the control of the party
claiming  the  right  to  delay  performance  on  account  of  such  occurrence.

     22.     No Third-Party Beneficiary.  Any agreement to pay an amount and any
             --------------------------
assumption  of  liability contained in this Agreement, express or implied, shall
be  only  for  the  benefit  of  the  undersigned  parties  and their respective
successors  and assigns (as herein expressly permitted), and such agreements and
assumptions  shall  not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be  deemed  to  be  a  third-party  beneficiary  of  this  Agreement.

     23.     Law  Governing;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and  construed  in  accordance  with  the  laws of the State of Florida, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for the Middle District of Florida, as well as of the Courts of the State
of  Florida  in  Sarasota  County, Florida, exclusively over any suit, action or
proceeding  arising  out  of  or  relating to this Agreement.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may  now or hereafter have to the laying of the venue of any such mediation,
arbitration, suit, action or proceeding brought in any such county and any claim
that any such mediation, arbitration, suit, action or proceeding brought in such
county  has  been  brought  in  an  inconvenient  forum.


                                        4
<PAGE>
     24.     Incorporation  by Reference.  Any agreement referred to or included
             ---------------------------
herein  constitutes  an integral part to this Agreement and is incorporated into
this  Agreement  by  this  reference.

     25.     Controlling  Agreement.  In  the  event of any conflict between the
             ----------------------
terms  of this Agreement, the Stock Purchase Agreement, or the Other Agreements,
the  terms  of the Stock Purchase Agreement shall control except that the Escrow
Agent's  duties  shall  not  exceed  those  specified  herein.

     26.     Entire  Agreement.  This  instrument  contains  the  entire
             -----------------
understanding  of the parties with respect to the subject matter hereof, and may
not  be  changed  orally, but only by an instrument in writing signed by each of
the  parties  hereto.

     27.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  day  and  year  first  above  written.



                                      ------------------------------------------
                                      ROBERT C. SIMPSON



                                      ------------------------------------------
                                      CHARLES DUKE



                                      ------------------------------------------
                                      JONATHON DEREK SELTZER


                                      BURGESS, HARRELL, MANCUSO, OLSON & COLTON,
                                      P.A., a Florida professional association



                                      By
                                        ----------------------------------------
                                        Donald J. Harrell, Vice President


                                        5
<PAGE>
                                  ATTACHMENT D
                                  STOCK POWERS

               Assignment of Stock Separate From Stock Certificate

     The  undersigned  does hereby assign and transfer to Robert Simpson 280,455
shares  of  the common stock .01 par value of Sartam Industries, Inc., a Florida
corporation  (the "Company") standing in my name on the books and records of the
Company,  represented  by Certificate Number(s) 74, 130 and 131, and irrevocably
appoint  the officers of the Company as my attorney-in-fact for the sole purpose
of  transferring  the  shares  of  such  stock  on  the books and records of the
Company.  Except  as  otherwise  appearing  on  the  face  of the certificate, I
represent  and warrant that I am the sole and lawful owner of the shares of such
stock,  and  that  they  are  all  of the shares of such class that I own in the
Company.  I bind myself, my heirs, and assigns to warrant and defend forever the
title  to  such shares to the transferee, his successors and assigns against any
lawful  claims.

Dated: June 26, 2005.
       -------

WITNESS:

/s/ Mark Seltzer                                        /s/ Jacqueline Seltzer
------------------------                                ------------------------
Signature                                               Signature

MARK R. SELTZER                                         JACQUELINE SELTZER
Printed Name                                            Printed Name

8310 Trentwood Ct.                                      8310 Trentwood Ct.
------------------------                                ------------------------
Street Address                                          Street Address

Fort Myers, FL. 33912                                   Fort Myers, FL 33912
------------------------                                ------------------------
City, State and Zip Code                                City, State and Zip Code


<PAGE>
               Assignment of Stock Separate From Stock Certificate

     The  undersigned  does hereby assign and transfer to Robert Simpson 100,000
shares  of  the common stock .01 par value of Sartam Industries, Inc., a Florida
corporation  (the "Company") standing in my name on the books and records of the
Company,  represented  by  Certificate Number(s) 44, and irrevocably appoint the
officers  of  the  Company  as  my  attorney-in-fact  for  the  sole  purpose of
transferring  the  shares of such stock on the books and records of the Company.
Except  as  otherwise  appearing on the face of the certificate, I represent and
warrant  that  I  am  the sole and lawful owner of the shares of such stock, and
that  they are all of the shares of such class that I own in the Company. I bind
myself,  my  heirs,  and assigns to warrant and defend forever the title to such
shares  to the transferee, his successors and assigns against any lawful claims.

Dated: 6/27/    , 2005.
       ---------

WITNESS:

/s/ Cindy Duke
------------------------                                ------------------------
Signature                                               Signature

CINDY B. DUKE
Printed Name                                            Printed Name

331 Hicks St. Apt. 5
------------------------                                ------------------------
Street Address                                          Street Address

Brooklyn, NY 11201
------------------------                                ------------------------
City, State and Zip Code                                City, State and Zip Code


<PAGE>
               Assignment of Stock Separate From Stock Certificate

     The  undersigned does hereby assign, and transfer to Robert Simpson 752,541
shares  of  the common stock .01 par value of Sartam Industries, Inc., a Florida
corporation  (the "Company") standing in my name on the books and records of the
Company,  represented  by  Certificate Number(s)40, 43, 44, 45, 136 and 137, and
irrevocably  appoint  the officers of the Company as my attorney-in-fact for the
sole  purpose  of transferring the shares of such stock on the books and records
of  the Company. Except as otherwise appearing on the face of the certificate, I
represent  and warrant that I am the sole and lawful owner of the shares of such
stock,  and  that  they  are  all  of the shares of such class that I own in the
Company.  I bind myself, my heirs, and assigns to warrant and defend forever the
title  to  such shares to the transferee, his successors and assigns against any
lawful  claims.

Dated: 6/27/    , 2005.
       ---------

WITNESS:

/s/ Charles J. Duke                                     /s/ Sylvia J. Duke
------------------------                                ------------------------
Signature                                               Signature

CHARLES J. DUKE                                         SYLVIA J. DUKE
Printed Name                                            Printed Name

3588 Shamrock Dr.                                       3588 Shamrock Dr.
------------------------                                ------------------------
Street Address                                          Street Address

Venice, FL 34293                                        Venice, FL 34293
------------------------                                ------------------------
City, State and Zip Code                                City, State and Zip Code


<PAGE>
               Assignment of Stock Separate From Stock Certificate

     The  undersigned  does  hereby assign and transfer to Robert Simpson 10,000
shares  of  the  preferred  stock  $1.00 par value of Sartam Industries, Inc., a
Florida corporation (the "Company") standing in my name on the books and records
of  the  Company,  represented  by  Certificate  Number(s)  290, and irrevocably
appoint  the officers of the Company as my attorney-in-fact for the sole purpose
of  transferring  the  shares  of  such  stock  on  the books and records of the
Company.  Except  as  otherwise  appearing  on  the  face  of the certificate, I
represent  and warrant that I am the sole and lawful owner of the shares of such
stock,  and  that  they  are  all  of the shares of such class that I own in the
Company.  I bind myself, my heirs, and assigns to warrant and defend forever the
title  to  such shares to the transferee, his successors and assigns against any
lawful  claims.

Dated: 6/24/    , 2005.
       ---------

WITNESS:

/s/ Jonathan Seltzer                                    /s/ Linda Seltzer
------------------------                                ------------------------
Signature                                               Signature

JONATHAN R. SELTZER                                     LINDA S. SELTZER
Printed Name                                            Printed Name

illegible                                               illegible
------------------------                                ------------------------
Street Address                                          Street Address

illegible                                               illegible
------------------------                                ------------------------
City, State and Zip Code                                City, State and Zip Code


<PAGE>
               Assignment of Stock Separate from Stock Certificate

     The  undersigned  does hereby assign and transfer to Robert Simpson 129,134
shares  of  the  preferred  stock $ 1.00 par value of Sartam Industries, Inc., a
Florida corporation (the "Company") standing in my name on the books and records
of  the  Company,  represented  by  Certificate  Number(s) 201, 204 and 278, and
irrevocably  appoint  the officers of the Company as my attorney-in-fact for the
sole  purpose  of transferring the shares of such stock on the books and records
of  the Company. Except as otherwise appearing cm the face of the certificate, I
represent  and warrant that I am the sole and lawful owner of the shares of such
stock,  and  that  they  are  all  of the shares of such class that I own in the
Company.  I bind myself, my heirs, and assigns to warrant and defend forever the
title  to  such shares to the transferee, his successors and assigns against any
lawful  claims.

Dated: June 27, 2005.
            --

WITNESS:

/s/ Charles J. Duke                                     /s/ Sylvia J. Duke
------------------------                                ------------------------
Signature                                               Signature

CHARLES J, DUKE                                         SYLVIA J. DUKE
Printed Name                                            Printed Name

3588 Shamrock Dr.                                       3588 Shamrock Dr.
------------------------                                ------------------------
Street Address                                          Street Address

Venice, FL 34293                                        Venice, FL 34293
------------------------                                ------------------------
City, State and Zip Code                                City, State and Zip Code


<PAGE>
               Assignment of Stock Separate From Stock Certificate

     The  undersigned  does  hereby assign and transfer to Robert Simpson 50,934
shares  of  the  preferred  stock  $1.00 par value of Sartam Industries, Inc., a
Florida corporation (the "Company") standing in my name on the books and records
of  the Company, represented by Certificate Number(s) 204 and 309(replacing lost
certificate  205),  and  irrevocably  appoint  the officers of the Company as my
attorney-in-fact  for  the sole purpose of transferring the Shares of such stock
on  the  books  and records of the Company. Except as otherwise appearing on the
face  of  the certificate, I represent and warrant that I am the sole and lawful
owner  of  the shares of such stock, and that they are all of the shares of such
class that I own in the Company. I bind myself, my heirs, and assigns to warrant
and  defend  forever  the title to such shares to the transferee, his successors
and  assigns  against  any  lawful  claims.

Dated: June 27, 2005
            --

WITNESS:

/s/ Stephen Duke
------------------------                                ------------------------
Signature                                               Signature

STEPHEN L DUKE
Printed Name                                            Printed Name

158 Bengberg St.
------------------------                                ------------------------
Street Address                                          Street Address

Port Charlotte FL 33952
------------------------                                ------------------------
City, State and Zip Code                                City, State and Zip Code


<PAGE>
               Assignment of Stock Separate From Stock Certificate

     The  undersigned  does hereby assign and transfer to Robert Simpson 168,731
shares  of  the common stock .01 par value of Sartam Industries, Inc., a Florida
corporation  (the "Company") standing in my name on the books and records of the
Company,  represented  by Certificate Number(s) 43, 134 and 135, and irrevocably
appoint  the officers of the Company as my attorney-in-fact for the sole purpose
of  transferring  the  shares  of  such  stock  on  the books and records of the
Company.  Except  as  otherwise  appearing  on  the  face  of the certificate, I
represent  and warrant that I am the sole and lawful owner of the shares of such
stock,  and  that  they  are  all  of the shares of such class that I own in the
Company.  I bind myself, my heirs, and assigns to warrant and defend forever the
title  to  such shares to the transferee, his successors and assigns against any
lawful  claims.

Dated: 6/27    , 2005.
       --------

WITNESS:

/s/ Evan Duke
------------------------                                ------------------------
Signature                                               Signature

EVAN L DUKE
Printed Name                                            Printed Name

3588 Shamrock Dr.
------------------------                                ------------------------
Street Address                                         Street Address

Venice, FL 34293
------------------------                                ------------------------
City, State and Zip Cods                                City, State and Zip Code


<PAGE>
                 Assignment of Stock Separate From Stock Certificate

     The  undersigned  does hereby assign and transfer to Robert Simpson 693,523
shares  of  the common stock .01 par value of Sartam Industries, Inc., a Florida
corporation  (the "Company") standing in my name on the books and records of the
Company,  represented  by  Certificate  Number(s)  39,  75,  132  and  133,  and
irrevocably  appoint  the officers of the Company as my attorney-in-fact for the
sole  purpose  of transferring the shares of such stock on the books and records
of  the Company. Except as otherwise appearing on the face of the certificate, I
represent  and warrant that I am the sole and lawful owner of the shares of such
stock,  and  that  they  are  all  of the shares of such class that I own in the
Company.  I bind myself, my heirs, and assigns to warrant and defend forever the
title  to  such shares to the transferee, his successors and assigns against any
lawful  claims.

Dated: 6/24    , 2005
       --------

WITNESS:

/s/ Jonathan Seltzer                                    /s/ Linda Seltzer
------------------------                                ------------------------
Signature                                               Signature

JONATHAN R. SELTZER                                     LINDA S. SELTZER
Printed Name                                            Printed Name

illegible                                               illegible
------------------------                                ------------------------
Street Address                                          Street Address

illegible                                               illegible
------------------------                                ------------------------
City, State and Zip Code                                City, State and Zip Code


<PAGE>
                                  ATTACHMENT E
                              CONSULTING AGREEMENTS


     THIS  AGREEMENT  is  made  this  27th day of June, 2005 by and between ZANN
CORP., a Nevada corporation (the "Company") and CHARLES DUKE (the "Consultant").

     WHEREAS,  pursuant  to that certain Stock Purchase Agreement dated June 27,
2005  (the "Stock Purchase Agreement") the Consultant and Jonathon Derek Seltzer
have  sold to Robert C. Simpson or the Company, as his nominee, 1,795,250 shares
of  the  issued  and  outstanding  common  stock, par value $0.01 per share, and
164,601 shares of the issued and outstanding convertible preferred stock, second
series,  par  value  $0.01  per  share,  in  SARTAM  INDUSTRIES, INC., a Florida
corporation  (collectively,  the  "Sartam  Stock");  and

     WHEREAS,  all  capitalized  terms  herein  shall  have the same meanings as
defined  in  the  Stock  Purchase  Agreement,  unless  otherwise defined herein;

     WHEREAS,  the  Company  wishes  to  obtain  the advice, contacts and expert
judgment  of  the  Consultant  with  respect  to  the  conduct  of the Company's
business;  and

     WHEREAS,  the  Company desires to have the Consultant act as an independent
contractor  for  the  purpose  of  providing  such  services to the Company; and

     WHEREAS,  the  Consultant is qualified and willing to provide such services
pursuant  to  the  terms  and  conditions  set  forth  herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

     1.     Services.  The  Company hereby engages and retains the Consultant as
            --------
an  independent  contractor  to  provide  the  services  set  forth herein.  The
Consultant  hereby  agrees  to  provide  all  reasonable  and necessary services
associated  with  the  following:  (a)  assisting  in  the  development  of  a
comprehensive business plan; (b) assisting in future acquisition strategies; and
(c)  any  other ancillary services relating to the aforementioned (collectively,
the  "Services").  The  Services  shall be performed in Sarasota County, Florida
unless  agreed  otherwise in writing between the parties.  The Services shall be
performed  on  a  part-time basis, which shall require no more than 50 hours per
month.

     2.     Fee.  In  full consideration of the Services provided hereunder, the
            ---
Company  agrees to pay the Consultant the sum of $10,000 per month, beginning 30
days following the date hereof to be payable in cash.  The $10,000 per month may
be  paid with common stock of the Company, which common stock will be registered
at  the  Company's  expense  on Form S-8 promulgated under the Securities Act of
1933,  as  amended  (the  "S-8 Stock") having a value of at least $10,000 at the
time  of  issuance.  It  is  understood  that  the S-8 Stock will be sold by the
Consultant  and  the  proceeds thereof will be applied to the payment obligation
prescribed  herein.  If the proceeds from the sale of the S-8 Stock do not equal
at  least $10,000 per month, the Company will issue additional shares of the S-8
Stock  so  that the Consultant will receive at least $10,000 each month from the
sale  of  the  S-8  Stock.  The Consultant agrees that any proceeds from the S-8
Stock  will  be  applied  to  the $10,000 per month consulting fees.  After this
Agreement has been fully performed, any overpayment held by the Consultant shall
be  returned  to  the  Company.

     3.     Representations  and  Warranties  of the Consultant.  The Consultant
            ---------------------------------------------------
hereby  agrees  to  use  his  best efforts in providing the Services and loyally
represent  the  interests  of  the  Company  in  accordance  with  the Company's
reasonable  requirements  and  objectives.  The  Consultant  and  the  Company
acknowledge  that  the  Consultant  is experienced in providing the Services and
will provide the Services with the diligence and care of others in the industry.
The Consultant further represents that he has not, and shall not, enter into any
agreement  during  the  term  of  this  Agreement  which  might prevent him from
performing  his  obligations  hereunder.  With  respect to the shares of the S-8
Stock  to  be  issued  in  payment  for  the  Services  rendered  hereunder, the
Consultant  represents  and  warrants  as  follows:


                                        1
<PAGE>
          (a)     The  Consultant  is  a  natural  person;

          (b)     He  has and will provide bona fide services to the Company not
related  or  connected  to  the  resale  of  the  shares  of  the  S-8  Stock;

          (c)     The  Services  are  not and will not be in connection with the
offer  or  sale  of  securities  in  a  capital-raising  transaction, and do not
directly  or  indirectly  promote  or  maintain  a  market  for  the  Company's
securities;

          (d)     By prearrangement or otherwise, the Company has not controlled
or  directed  the  resale  of  the shares of the S-8 Stock in the public market;

          (e)     The  Company or its affiliates will not directly or indirectly
receive a percentage of proceeds from any resales of the shares of the S-8 Stock
by  the  Consultant,  or

          (f)     The  proceeds  from  the  resale of any such shares of the S-8
Stock will not be applied to pay expenses of the Company that are not related to
any  service  provided  by  the  Consultant.

     4.     Expenses.  All  expenses,  including travel and lodging, incurred by
            --------
the  Consultant  in  the  performance  of  the  Services  shall  be  the  sole
responsibility of the Consultant, unless otherwise agreed to in writing.  During
the  continuance  of this Agreement, the Consultant shall certify as regular and
guarantee  the  Consultant's  situation  towards  all  relevant tax authorities,
social  security  administrations and professional organizations, if applicable,
as  being  in  conformity  with  the  Consultant's  status  as  an  independent
contractor.

     5.     Insurance.  The parties agree that the Company shall not be required
            ---------
to  carry  insurance  or in any way insure the activities of the Consultant, its
agents,  servants  or  employees, nor shall the Company be liable for any of the
acts  or  omissions  of  the Consultant, its agents, servants or employees.  The
Consultant  further  agrees  to indemnify, defend, and hold harmless the Company
from  any  and  all  claims, penalties, fines, causes of action, liabilities, or
threats  of  such  actions  which  arise  out of the Consultant's breach of this
Agreement  or  the  Consultant's  negligent  performance  of the Services.  This
provision  shall  survive  the  termination  of  this  Agreement.

     6.     Duration.  This  Agreement shall remain in effect for a period of 14
            --------
months  commencing  on  the  date  hereof.

     7.     Confidentiality.  All  information  relating  to  the  business  and
            ---------------
affairs  of  the  Company  shall  be  treated  as  Confidential  Information, as
hereinafter  defined,  by  the Consultant both during and after the term hereof.
Except with the prior approval of the Company, the Consultant shall not disclose
any  of the Confidential Information at any time to any person except authorized
personnel  of  the Company and its affiliated corporations, and the Consultant's
counsel.  The  Consultant  further  agrees  not  to  use  any  information  made
available  to  or  coming  into  his possession or knowledge in a manner that is
adverse  to the business of the Company.  All data, records and written material
prepared or compiled by the Consultant or furnished to the Consultant during the
term hereof shall be the sole and exclusive property of the Company, and none of
such data, records or written materials, or copies thereof, shall be retained by
the  Consultant  after  the  term  of  this  Agreement.

     As  used  herein,  the  term  "Confidential  Information" includes, without
limitation,  information  and  knowledge  pertaining  to  products,  inventions,
innovations,  designs,  ideas,  plans,  trade  secrets, proprietary information,
manufacturing,  packaging,  advertising,  distribution  and  sales  methods  and
systems,  sales and profit figures, customer and client lists, and relationships
between  the  Company and its affiliated corporations and dealers, distributors,
customers,  clients, suppliers and others who have had or will have had business
dealings  with  the  Company  and  its  affiliated  corporations.  The  term
"Confidential  Information"  does  not  include  information  which  (a) becomes
generally  available  to  the  public through no wrongful act on the part of the
Consultant, (b) can be shown to have been previously available to the Consultant
on  a  non-confidential  basis  prior to its disclosure to the Consultant by the
Company,  or  its  representatives, (c) becomes available to the Consultant on a
non-confidential  basis  from  a  source  other  than  the  Company  or  its
representatives,  or  (d)  is  required  to  be disclosed by order of a court of
competent  jurisdiction.


                                        2
<PAGE>
     Notwithstanding  anything herein contained to contrary, the above described
obligation  with respect to confidentiality shall survive any termination of the
Consultant's  engagement  hereunder  or  the  termination  of  this  Agreement.

     8.     Mediation  and Arbitration.  All disputes arising or related to this
            --------------------------
Agreement  must  exclusively  be  resolved  first  by  mediation with a mediator
selected  by  the  parties, with such mediation to be held in Sarasota, Florida.
If  such  mediation  fails,  then  any such dispute shall be resolved by binding
arbitration  under  the Commercial Arbitration Rules of the American Arbitration
Association  in  effect at the time the arbitration proceeding commences, except
that  (a)  Florida  law and the Federal Arbitration Act must govern construction
and  effect, (b) the locale of any arbitration must be in Sarasota, Florida, and
(c)  the  arbitrator  must  with  the award provide written findings of fact and
conclusions  of  law.  Any party may seek from a court of competent jurisdiction
any  provisional  remedy  that  may be necessary to protect its rights or assets
pending the selection of the arbitrator or the arbitrator's determination of the
merits of the controversy.  The exercise of such arbitration rights by any party
will  not  preclude  the  exercise  of any self-help remedies (including without
limitation,  setoff  rights)  or  the  exercise  of any non-judicial foreclosure
rights.  An  arbitration  award may be entered in any court having jurisdiction.

     9.     Attorneys'  Fees.  In  the event that it should become necessary for
            ----------------
any  party  entitled  hereunder  to  bring  suit  against  any  other  party for
enforcement  of  this  Agreement, the parties hereby covenant and agree that the
party  who is found to be the prevailing party shall also be entitled to recover
its  reasonable  attorneys'  fees  and  costs  of  court incurred from the other
parties.

     10.     Benefit.  The  terms  and  provisions  of  this  Agreement shall be
             -------
binding  upon, inure to the benefit of and be enforceable by, the parties hereto
and  their  respective  successors  and  permitted  assigns.

     11.     Relationship  of  Parties.  The Consultant is providing services on
             -------------------------
an  independent  contractor  basis.  Notwithstanding  anything  to  the contrary
herein,  this  Agreement  shall not in any manner be construed to create a joint
venture,  partnership, agency or other similar form of relationship, and neither
party  shall  have  the right or authority to: (a) commit the other party to any
obligation  or  transaction not expressly authorized by such other party, or (b)
act  or  purport  to  act  as  agent  or  representative of the other, except as
expressly  authorized  in  writing by such other party.  Further, the Consultant
shall  not  be  deemed  to  be  an  employee of the Company for any reason.  The
Company and the Consultant acknowledge that the Consultant shall not be entitled
to  any  insurance, pension, profit sharing, retirement or other fringe benefits
which  the  Company  may  provide  to  its  employees  during  the  term of this
Agreement.

     12.     Notices.  All  notices, requests, demands, and other communications
             -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, or
by  telecopy or e-mail, if to the Company, addressed to Dr. Robert C. Simpson at
1549  North  Leroy Street, Suite D-200, Fenton, Michigan 48430, telecopier (810)
629-9062,  and  e-mail bob@zanncorp.com, with a copy to Norman T. Reynolds, Esq.
at  815  Walker  Street,  Suite  1250,  Houston,  Texas  77002, telecopier (713)
237-3202,  and e-mail nreynolds@gpm-law.com; and if to the Consultant, addressed
to  Mr.  Charles  Duke  at  4127  South  Tamiami  Trail,  Venice, Florida 34293,
telecopier  (941)  493-8493,  and  e-mail  cjsjduke@comcast.net,  with a copy to
Donald  J.  Harrell,  Esq.  at 1776 Ringling Boulevard, Sarasota, Florida 34236,
telecopier  (941)  366-0189,  and e-mail dharrell@burgessharrell.com.  Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     13.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.

     14.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or  partial  exercise  of  any  such  right,


                                        3
<PAGE>
power or privilege shall not preclude any later exercise thereof or any exercise
of  any  other  right,  power  or  privilege  hereunder  or  thereunder.

     15.     Cumulative  Rights.  The  rights  and  remedies  contained  in this
             ------------------
Agreement  shall  be cumulative and the exercise or partial exercise of any such
right  or  remedy  shall not preclude the exercise of any other right or remedy.

     16.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in  this  Agreement  shall,  for  any  reason, be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall not affect the other provisions of this Agreement or any
such  other  instrument.

     17.     Headings.  The  headings used in this Agreement are for convenience
             --------
and reference only and in no way define, limit, amplify or describe the scope or
intent  of  this  Agreement,  and  do  not  effect  or constitute a part of this
Agreement.

     18.     Excusable Delay.  The parties shall not be obligated to perform and
             ---------------
shall  not  be  deemed  to  be  in  default  hereunder,  if the performance of a
non-monetary obligation required hereunder is prevented by the occurrence of any
of  the  following,  other  than as the result of the financial inability of the
party  obligated  to  perform: acts of God, strikes, lock-outs, other industrial
disturbances,  acts  of  a public enemy, war or war-like action (whether actual,
impending  or  expected  and  whether  de jure or de facto), acts of terrorists,
arrest  or  other  restraint  of  governmental  (civil  or military), blockades,
insurrections,  riots,  epidemics,  landslides,  lightning,  earthquakes, fires,
hurricanes,  storms,  floods,  washouts,  sink  holes,  civil  disturbances,
explosions,  breakage  or  accident  to  equipment or machinery, confiscation or
seizure  by  any  government of public authority, nuclear reaction or radiation,
radioactive contamination or other causes, whether of the kind herein enumerated
or  otherwise,  that are not reasonably within the control of the party claiming
the  right  to  delay  performance  on  account  of  such  occurrence.

     19.     No Third-Party Beneficiary.  Any agreement to pay an amount and any
             --------------------------
assumption  of  liability contained in this Agreement, express or implied, shall
be  only  for  the  benefit  of  the  undersigned  parties  and their respective
successors  and assigns (as herein expressly permitted), and such agreements and
assumptions  shall  not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be  deemed  to  be  a  third-party  beneficiary  of  this  Agreement.

     20.     Law  Governing;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and  construed  in  accordance  with  the  laws of the State of Florida, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for the Middle District of Florida, as well as of the Courts of the State
of  Florida  in  Sarasota  County, Florida, exclusively over any suit, action or
proceeding  arising  out  of  or  relating to this Agreement.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may  now or hereafter have to the laying of the venue of any such mediation,
arbitration, suit, action or proceeding brought in any such county and any claim
that any such mediation, arbitration, suit, action or proceeding brought in such
county  has  been  brought  in  an  inconvenient  forum.

     21.     Incorporation by Reference.  The agreements referred to or included
             --------------------------
herein  constitute  integral  parts  to this Agreement and are incorporated into
this  Agreement  by  this  reference.

     22.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     23.     Controlling  Agreement.  In  the  event of any conflict between the
             ----------------------
terms  of  this  Agreement,  the  Note,  the  Escrow  Agreement,  the Consulting
Agreements,  or  the  Stock  Purchase Agreement, the terms of the Stock Purchase
Agreement  shall  control.

     24.     Entire  Agreement.  This  instrument  contains  the  entire
             -----------------
understanding  of the parties with respect to the subject matter hereof, and may
not  be  changed  orally, but only by an instrument in writing signed by each of
the  parties  hereto.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  day  and  year  first  above  written.


                                        ZANN CORP.



                                        By
                                          --------------------------------------
                                          Robert C. Simpson, President



                                        ----------------------------------------
                                        CHARLES DUKE


                                        5
<PAGE>
                              CONSULTING AGREEMENT

     THIS  AGREEMENT  is  made  this  27th day of June, 2005 by and between ZANN
CORP.,  a  Nevada  corporation  (the  "Company") and JONATHON DEREK SELTZER (the
"Consultant").

     WHEREAS,  pursuant  to that certain Stock Purchase Agreement dated June 27,
2005  (the "Stock Purchase Agreement") the Consultant and Charles Duke have sold
to  Robert  C.  Simpson  or the Company, as his nominee, 1,795,250 shares of the
issued  and  outstanding  common  stock,  par value $0.01 per share, and 164,601
shares of the issued and outstanding convertible preferred stock, second series,
par  value  $0.01  per  share, in SARTAM INDUSTRIES, INC., a Florida corporation
(collectively,  the  "Sartam  Stock");  and

     WHEREAS,  all  capitalized  terms  herein  shall  have the same meanings as
defined  in  the  Stock  Purchase  Agreement,  unless  otherwise defined herein;

     WHEREAS,  the  Company  wishes  to  obtain  the advice, contacts and expert
judgment  of  the  Consultant  with  respect  to  the  conduct  of the Company's
business;  and

     WHEREAS,  the  Company desires to have the Consultant act as an independent
contractor  for  the  purpose  of  providing  such  services to the Company; and

     WHEREAS,  the  Consultant is qualified and willing to provide such services
pursuant  to  the  terms  and  conditions  set  forth  herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

     1.     Services.  The  Company hereby engages and retains the Consultant as
            --------
an  independent  contractor  to  provide  the  services  set  forth herein.  The
Consultant  hereby  agrees  to  provide  all  reasonable  and necessary services
associated  with  the  following:  (a)  assisting  in  the  development  of  a
comprehensive business plan; (b) assisting in future acquisition strategies; and
(c)  any  other ancillary services relating to the aforementioned (collectively,
the  "Services").  The  Services  shall be performed in Sarasota County, Florida
unless  agreed  otherwise in writing between the parties.  The Services shall be
performed  on  a  part-time basis, which shall require no more than 50 hours per
month.

     2.     Fee.  In  full consideration of the Services provided hereunder, the
            ---
Company  agrees to pay the Consultant the sum of $10,000 per month, beginning 30
days following the date hereof to be payable in cash.  The $10,000 per month may
be  paid with common stock of the Company, which common stock will be registered
at  the  Company's  expense  on Form S-8 promulgated under the Securities Act of
1933,  as  amended  (the  "S-8 Stock") having a value of at least $10,000 at the
time  of  issuance.  It  is  understood  that  the S-8 Stock will be sold by the
Consultant  and  the  proceeds thereof will be applied to the payment obligation
prescribed  herein.  If the proceeds from the sale of the S-8 Stock do not equal
at  least $10,000 per month, the Company will issue additional shares of the S-8
Stock  so  that the Consultant will receive at least $10,000 each month from the
sale  of  the  S-8  Stock.  The Consultant agrees that any proceeds from the S-8
Stock  will  be  applied  to  the $10,000 per month consulting fees.  After this
Agreement has been fully performed, any overpayment held by the Consultant shall
be  returned  to  the  Company.

     3.     Representations  and  Warranties  of the Consultant.  The Consultant
            ---------------------------------------------------
hereby  agrees  to  use  his  best efforts in providing the Services and loyally
represent  the  interests  of  the  Company  in  accordance  with  the Company's
reasonable  requirements  and  objectives.  The  Consultant  and  the  Company
acknowledge  that  the  Consultant  is experienced in providing the Services and
will provide the Services with the diligence and care of others in the industry.
The Consultant further represents that he has not, and shall not, enter into any
agreement  during  the  term  of  this  Agreement  which  might prevent him from
performing  his  obligations  hereunder.  With  respect to the shares of the S-8
Stock  to  be  issued  in  payment  for  the  Services  rendered  hereunder, the
Consultant  represents  and  warrants  as  follows:


                                        1
<PAGE>
          (a)     The  Consultant  is  a  natural  person;

          (b)     He  has and will provide bona fide services to the Company not
related  or  connected  to  the  resale  of  the  shares  of  the  S-8  Stock;

          (c)     The  Services  are  not and will not be in connection with the
offer  or  sale  of  securities  in  a  capital-raising  transaction, and do not
directly  or  indirectly  promote  or  maintain  a  market  for  the  Company's
securities;

          (d)     By prearrangement or otherwise, the Company has not controlled
or  directed  the  resale  of  the shares of the S-8 Stock in the public market;

          (e)     The  Company or its affiliates will not directly or indirectly
receive a percentage of proceeds from any resales of the shares of the S-8 Stock
by  the  Consultant,  or

          (f)     The  proceeds  from  the  resale of any such shares of the S-8
Stock will not be applied to pay expenses of the Company that are not related to
any  service  provided  by  the  Consultant.

     4.     Expenses.  All  expenses,  including travel and lodging, incurred by
            --------
the  Consultant  in  the  performance  of  the  Services  shall  be  the  sole
responsibility of the Consultant, unless otherwise agreed to in writing.  During
the  continuance  of this Agreement, the Consultant shall certify as regular and
guarantee  the  Consultant's  situation  towards  all  relevant tax authorities,
social  security  administrations and professional organizations, if applicable,
as  being  in  conformity  with  the  Consultant's  status  as  an  independent
contractor.

     5.     Insurance.  The parties agree that the Company shall not be required
            ---------
to  carry  insurance  or in any way insure the activities of the Consultant, its
agents,  servants  or  employees, nor shall the Company be liable for any of the
acts  or  omissions  of  the Consultant, its agents, servants or employees.  The
Consultant  further  agrees  to indemnify, defend, and hold harmless the Company
from  any  and  all  claims, penalties, fines, causes of action, liabilities, or
threats  of  such  actions  which  arise  out of the Consultant's breach of this
Agreement  or  the  Consultant's  negligent  performance  of the Services.  This
provision  shall  survive  the  termination  of  this  Agreement.

     6.     Duration.  This  Agreement shall remain in effect for a period of 14
            --------
months  commencing  on  the  date  hereof.

     7.     Confidentiality.  All  information  relating  to  the  business  and
            ---------------
affairs  of  the  Company  shall  be  treated  as  Confidential  Information, as
hereinafter  defined,  by  the Consultant both during and after the term hereof.
Except with the prior approval of the Company, the Consultant shall not disclose
any  of the Confidential Information at any time to any person except authorized
personnel  of  the Company and its affiliated corporations, and the Consultant's
counsel.  The  Consultant  further  agrees  not  to  use  any  information  made
available  to  or  coming  into  his possession or knowledge in a manner that is
adverse  to the business of the Company.  All data, records and written material
prepared or compiled by the Consultant or furnished to the Consultant during the
term hereof shall be the sole and exclusive property of the Company, and none of
such data, records or written materials, or copies thereof, shall be retained by
the  Consultant  after  the  term  of  this  Agreement.

     As  used  herein,  the  term  "Confidential  Information" includes, without
limitation,  information  and  knowledge  pertaining  to  products,  inventions,
innovations,  designs,  ideas,  plans,  trade  secrets, proprietary information,
manufacturing,  packaging,  advertising,  distribution  and  sales  methods  and
systems,  sales and profit figures, customer and client lists, and relationships
between  the  Company and its affiliated corporations and dealers, distributors,
customers,  clients, suppliers and others who have had or will have had business
dealings  with  the  Company  and  its  affiliated  corporations.  The  term
"Confidential  Information"  does  not  include  information  which  (a) becomes
generally  available  to  the  public through no wrongful act on the part of the
Consultant, (b) can be shown to have been previously available to the Consultant
on  a  non-confidential  basis  prior to its disclosure to the Consultant by the
Company,  or  its  representatives, (c) becomes available to the Consultant on a
non-confidential  basis  from  a  source  other  than  the  Company  or  its
representatives,  or  (d)  is  required  to  be disclosed by order of a court of
competent  jurisdiction.


                                        2
<PAGE>
     Notwithstanding  anything herein contained to contrary, the above described
obligation  with respect to confidentiality shall survive any termination of the
Consultant's  engagement  hereunder  or  the  termination  of  this  Agreement.

     8.     Mediation  and Arbitration.  All disputes arising or related to this
            --------------------------
Agreement  must  exclusively  be  resolved  first  by  mediation with a mediator
selected  by  the  parties, with such mediation to be held in Sarasota, Florida.
If  such  mediation  fails,  then  any such dispute shall be resolved by binding
arbitration  under  the Commercial Arbitration Rules of the American Arbitration
Association  in  effect at the time the arbitration proceeding commences, except
that  (a)  Florida  law and the Federal Arbitration Act must govern construction
and  effect, (b) the locale of any arbitration must be in Sarasota, Florida, and
(c)  the  arbitrator  must  with  the award provide written findings of fact and
conclusions  of  law.  Any party may seek from a court of competent jurisdiction
any  provisional  remedy  that  may be necessary to protect its rights or assets
pending the selection of the arbitrator or the arbitrator's determination of the
merits of the controversy.  The exercise of such arbitration rights by any party
will  not  preclude  the  exercise  of any self-help remedies (including without
limitation,  setoff  rights)  or  the  exercise  of any non-judicial foreclosure
rights.  An  arbitration  award may be entered in any court having jurisdiction.

     9.     Attorneys'  Fees.  In  the event that it should become necessary for
            ----------------
any  party  entitled  hereunder  to  bring  suit  against  any  other  party for
enforcement  of  this  Agreement, the parties hereby covenant and agree that the
party  who is found to be the prevailing party shall also be entitled to recover
its  reasonable  attorneys'  fees  and  costs  of  court incurred from the other
parties.

     10.     Benefit.  The  terms  and  provisions  of  this  Agreement shall be
             -------
binding  upon, inure to the benefit of and be enforceable by, the parties hereto
and  their  respective  successors  and  permitted  assigns.

     11.     Relationship  of  Parties.  The Consultant is providing services on
             -------------------------
an  independent  contractor  basis.  Notwithstanding  anything  to  the contrary
herein,  this  Agreement  shall not in any manner be construed to create a joint
venture,  partnership, agency or other similar form of relationship, and neither
party  shall  have  the right or authority to: (a) commit the other party to any
obligation  or  transaction not expressly authorized by such other party, or (b)
act  or  purport  to  act  as  agent  or  representative of the other, except as
expressly  authorized  in  writing by such other party.  Further, the Consultant
shall  not  be  deemed  to  be  an  employee of the Company for any reason.  The
Company and the Consultant acknowledge that the Consultant shall not be entitled
to  any  insurance, pension, profit sharing, retirement or other fringe benefits
which  the  Company  may  provide  to  its  employees  during  the  term of this
Agreement.

     12.     Notices.  All  notices, requests, demands, and other communications
             -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, or
by  telecopy or e-mail, if to the Company, addressed to Dr. Robert C. Simpson at
1549  North  Leroy Street, Suite D-200, Fenton, Michigan 48430, telecopier (810)
629-9062,  and  e-mail bob@zanncorp.com, with a copy to Norman T. Reynolds, Esq.
at  815  Walker  Street,  Suite  1250,  Houston,  Texas  77002, telecopier (713)
237-3202,  and e-mail nreynolds@gpm-law.com; and if to the Consultant, addressed
to  Mr.  Jonathon  Derek  Seltzer  at  3889 Stone Lakes Drive, Kennesaw, Georgia
30152,  and  e-mail jdseltzer@aol.com, with a copy to Donald J. Harrell, Esq. at
1776 Ringling Boulevard, Sarasota, Florida 34236, telecopier (941) 366-0189, and
e-mail  dharrell@burgessharrell.com.  Any  party  hereto  may change its address
upon  10  days'  written  notice  to  any  other  party  hereto.

     13.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.

     14.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or  partial  exercise  of  any  such  right,


                                        3
<PAGE>
power or privilege shall not preclude any later exercise thereof or any exercise
of  any  other  right,  power  or  privilege  hereunder  or  thereunder.

     15.     Cumulative  Rights.  The  rights  and  remedies  contained  in this
             ------------------
Agreement  shall  be cumulative and the exercise or partial exercise of any such
right  or  remedy  shall not preclude the exercise of any other right or remedy.

     16.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in  this  Agreement  shall,  for  any  reason, be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall not affect the other provisions of this Agreement or any
such  other  instrument.

     17.     Headings.  The  headings used in this Agreement are for convenience
             --------
and reference only and in no way define, limit, amplify or describe the scope or
intent  of  this  Agreement,  and  do  not  effect  or constitute a part of this
Agreement.

     18.     Excusable Delay.  The parties shall not be obligated to perform and
             ---------------
shall  not  be  deemed  to  be  in  default  hereunder,  if the performance of a
non-monetary obligation required hereunder is prevented by the occurrence of any
of  the  following,  other  than as the result of the financial inability of the
party  obligated  to  perform: acts of God, strikes, lock-outs, other industrial
disturbances,  acts  of  a public enemy, war or war-like action (whether actual,
impending  or  expected  and  whether  de jure or de facto), acts of terrorists,
arrest  or  other  restraint  of  governmental  (civil  or military), blockades,
insurrections,  riots,  epidemics,  landslides,  lightning,  earthquakes, fires,
hurricanes,  storms,  floods,  washouts,  sink  holes,  civil  disturbances,
explosions,  breakage  or  accident  to  equipment or machinery, confiscation or
seizure  by  any  government of public authority, nuclear reaction or radiation,
radioactive contamination or other causes, whether of the kind herein enumerated
or  otherwise,  that are not reasonably within the control of the party claiming
the  right  to  delay  performance  on  account  of  such  occurrence.

     19.     No Third-Party Beneficiary.  Any agreement to pay an amount and any
             --------------------------
assumption  of  liability contained in this Agreement, express or implied, shall
be  only  for  the  benefit  of  the  undersigned  parties  and their respective
successors  and assigns (as herein expressly permitted), and such agreements and
assumptions  shall  not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be  deemed  to  be  a  third-party  beneficiary  of  this  Agreement.

     20.     Law  Governing;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and  construed  in  accordance  with  the  laws of the State of Florida, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for the Middle District of Florida, as well as of the Courts of the State
of  Florida  in  Sarasota  County, Florida, exclusively over any suit, action or
proceeding  arising  out  of  or  relating to this Agreement.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may  now or hereafter have to the laying of the venue of any such mediation,
arbitration, suit, action or proceeding brought in any such county and any claim
that any such mediation, arbitration, suit, action or proceeding brought in such
county  has  been  brought  in  an  inconvenient  forum.

     21.     Incorporation by Reference.  The agreements referred to or included
             --------------------------
herein  constitute  integral  parts  to this Agreement and are incorporated into
this  Agreement  by  this  reference.

     22.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     23.     Controlling  Agreement.  In  the  event of any conflict between the
             ----------------------
terms  of  this  Agreement,  the  Note,  the  Escrow  Agreement,  the Consulting
Agreements,  or  the  Stock  Purchase Agreement, the terms of the Stock Purchase
Agreement  shall  control.

     24.     Entire  Agreement.  This  instrument  contains  the  entire
             -----------------
understanding  of the parties with respect to the subject matter hereof, and may
not  be  changed  orally, but only by an instrument in writing signed by each of
the  parties  hereto.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  day  and  year  first  above  written.


                                        ZANN CORP.



                                        By
                                          --------------------------------------
                                          Robert C. Simpson, President



                                        ----------------------------------------
                                        JONATHON DEREK SELTZER


                                        5
<PAGE>
                                  SCHEDULE 8(f)
                                 CAPITALIZATION

     Restrictions  on  Certificate  Nos.  130  through 137 set forth in Board of
Directors  Meeting  Minutes  dated  May  14,  2005.

     Hopkins  Repayment  Arrangement  -  James  L. Hopkins has been issued 7,000
shares  of  preferred  stock  (redeemable),  first  series.  These shares have a
liquidation  preference equal to $100 per share.  They may also be redeemed five
years  or  more  after  issuance  for  $100  per  share.  Mr.  Hopkins  owes the
corporation  more  than  $1.2  million.  The corporation and Mr. Hopkins have an
informal  understanding  whereby  if the corporation is liquidated or its assets
sold,  these  shares  will be redeemed first ahead of all other shareholders and
the  proceeds  applied  toward repayment of Mr. Hopkins debt to the corporation.

     Settlement  Agreement  between  the  Company and H.A. Eckhart & Associates,
Inc.  ("Eckert")  et  al.,  dated  February  __,  2003, which settled litigation
between  the  parties.

     Shareholder  Convertible Promissory Notes - Each of James L. Hopkins, Keith
Perry  and  Don  Crisp hold promissory notes from the corporation or shareholder
loans  to  the  corporation attributable to sweat equity.  These obligations are
convertible  into  common  stock  of  the  corporation.


<PAGE>
                                  SCHEDULE 8(j)
                                   LIABILITIES

     All  liabilities  set  forth  on  Company Financial Statement dated May 31,
2005.

     Company  trade,  accounts  and  other  payables  incurred or accrued in the
normal  course  of  business  which  would  not  be shown of Company's Financial
Statement  under its method of accounting or arising subsequent to the Financial
Statement  date.

     Settlement  Agreement  between  the  Company and H.A. Eckhart & Associates,
Inc.  ("Eckert")  et  al.,  dated  February  __,  2003, which settled litigation
between  the  parties.


<PAGE>
                                  SCHEDULE 8(n)
                                   LITIGATION

     Sartam Industries, Inc. ("Sartam") was involved in three cases against H.A.
Eckhart  &  Associates,  Inc. ("Eckert") et al., filed in federal district court
both  in Florida and Mississippi and one case filed in Sarasota County, Florida.
All  cases  were settled and closed.  Eckert currently holds a security interest
in a Sartam packaging machine and related hardware under a UCC1 filed in Florida
Doc.  No.  200406446545.  Sartam  issued a $400,000 promissory note to Eckert in
settlement  of  the cases, and the remaining obligation is reflected on Sartam's
Financial  Statements  dated  May  31,  2005.


<PAGE>
                                  SCHEDULE 8(p)
                      COMPLIANCE WITH LAWS AND REGULATIONS

     None.


<PAGE>
                                  SCHEDULE 8(q)
                                    DEFAULTS

     None.


<PAGE>
                                  SCHEDULE 8(r)
                              PERMITS AND APPROVALS

     None.


<PAGE>
                                  SCHEDULE 8(z)
                                     ASSETS

     Property  Owned

     Assets  set  forth on May 31, 2005 Financial Statement subject to change in
the  ordinary  course  of  business  thereafter.

     See  Attachment.

     Legal  Description  of  Leaseholds

     The  Company  currently  leases  no  real  property.

     The  Company is currently storing assets and equipment at Tampa Machine, 15
Volwmer  Ave., Oldsmar, Florida 34677 (813) 854-3332.  This arrangement is under
an  oral  license,  and  is  currently  without  charge.  The Company intends to
eventually remunerate Tampa Machine for allowing it to store such items, but has
not  current  agreement  to  that  effect.

     The  Company  is  currently using as its place of business and to store its
books and records, the address of Mark Seltzer, 8310 Trentwood Court, Ft. Myers,
Florida 33912 (239) 768-6480.  This arrangement is under an oral license, and is
currently  without  charge.

     Patents,  Trademarks  and  Copyrights

     See  Attachment.

     Accounts  Receivable  as  of  May  31,  2005

     See  Company  Financial  Statement  as  of  May  31,  2005


<PAGE>
                                 SCHEDULE 8(aa)
                              EMPLOYMENT CONTRACTS

     Oral  Employment  Contract  with  Mark  Seltzer  with  $2,000  per  month
compensation,  and  terminable  at  will.

     The  Company  has  compensated  various board members by reflecting amounts
owed to them on Company's books and records.  Those amounts are reflected on the
Company's  Financial  Statement  as  of  May  31,  2005.


<PAGE>
                                 SCHEDULE 8(cc)
                                    CONTRACTS

     Settlement  Agreement   between  the Company and H.A. Eckhart & Associates,
Inc.  ("Eckert")  et  al.,  dated  February  __,  2003, which settled litigation
between  the  parties.

     Oral  Employment  Contract  with  Mark  Seltzer  with  $2,000  per  month
compensation,  and  terminable  at  will.

     Purchase  Orders  with  one  or  more  customers  in the ordinary course of
business.

     Proposed  contract  with  Sams.


<PAGE>
</TEXT>
</DOCUMENT>
