Unassociated Document


     

    
      
        Exhibit
          10.1

        


        SECURITIES
          PURCHASE AGREEMENT

         

        
          THIS
            SECURITIES PURCHASE AGREEMENT is entered into as of January
            9,
            2006
            (the “Agreement”), by and by and among Commerce Development Corporation, Ltd., a
            Maryland corporation (the “Company”), on the one hand, and each of the
            undersigned buyers identified on the signature pages hereto and on Schedule
            A
            attached
            hereto (collectively, the “Buyers”). Each party to this Agreement is referred to
            herein as a “Party,” and they are all referred to collectively as “Parties.”


        

         

        W
          I T N E
          S S E T H:

         

        WHEREAS,
          the Company wishes to issue and sell and the Buyers wish to purchase 72,001,735
          shares of the Company’s common stock (the “Securities”); 

         

        WHEREAS,
          in connection with this Agreement and as an inducement for the Buyers to
          purchase the Shares herein, certain shareholders of the Company are selling
          16,451,435 shares of the common stock of the Company pursuant to a Stock
          Purchase Agreement entered into between the Buyers and such selling shareholders
          which, along with the issuance and purchase of the Shares as set forth
          in this
          Agreement constitutes approximately 90% of the total outstanding shares
          of
          common stock of the Company;

         

        NOW,
          THEREFORE, in consideration of the premises and of the mutual representations,
          warranties and agreements set forth herein, the Parties hereto agree as
          follows:

         

        ARTICLE
          I

         

        PURCHASE
          OF SECURITIES

         

        1.1    Incorporation
          of Recitals. 
          The provisions and recitals set forth above are hereby referred to and
          incorporated herein and made a part of this Agreement by reference.

         

        1.2    Purchase
          of Shares. 
          Subject to the terms and conditions of this Agreement, on the Closing Date
          (as
          hereinafter defined) the Company shall issue and each of the Buyers shall
          purchase such amount of the Shares and for such consideration (the aggregate
          purchase price referred to herein as the “Purchase Price”) as set forth on
Schedule
          A
          attached
          hereto from the Sellers. 

         

        1.3    Closing. 
          The Closing shall take place on January 9, 2006 (the “Closing Date”). On the
          Closing Date, the Company shall deliver to the Buyers stock certificate(s)
          evidencing the Shares to be purchased in the name of the Buyers and/or
          its
          designees (the “Shares Certificates”). On the Closing Date, the Buyers shall
          deliver to the Sellers to total cash consideration of $82,833 for the purchase
          of the Shares. 

         

        ARTICLE
          II

         

        REPRESENTATIONS
          AND WARRANTIES OF THE COMPANY

         

        The
          Company represents and warrants to Buyer that now and/or as of the Closing
          (for
          purposes of this Article II, the Company shall referred to the Company
          and all
          of its subsidiaries):

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        2.1    Due
          Organization and Qualification; Subsidiaries; Due Authorization.

         

        (a)    The
          Company is a corporation duly incorporated, validly existing and in good
          standing under the laws of its jurisdiction of formation, with full corporate
          power and authority to own, lease and operate its respective business and
          properties and to carry on its respective business in the places and in
          the
          manner as presently conducted. The Company is in good standing as a foreign
          corporation in each jurisdiction in which the properties owned, leased
          or
          operated, or the business conducted, by it requires such qualification
          except
          for any failure, which when taken together with all other failures, is
          not
          likely to have a material adverse effect on the business of the Company,
          taken
          as a whole.

         

        (b)    The
          Company does not have, and has never had, any subsidiaries and does not
          own,
          directly or indirectly, any capital stock, equity or interest in any
          corporation, firm, partnership, joint venture or other entity.

         

        (c)    The
          Company has all requisite corporate power and authority to execute and
          deliver
          this Agreement, and to consummate the transactions contemplated hereby
          and
          thereby. The Company has taken all corporate action necessary for the execution
          and delivery of this Agreement and the consummation of the transactions
          contemplated hereby, and this Agreement constitutes the valid and binding
          obligation of the Company, enforceable against the Company in accordance
          with
          its respective terms, except as may be affected by bankruptcy, insolvency,
          moratoria or other similar laws affecting the enforcement of creditors’ rights
          generally and subject to the qualification that the availability of equitable
          remedies is subject to the discretion of the court before which any proceeding
          therefore may be brought. This
          Agreement, the Actions, and the transactions contemplated hereby have been
          unanimously approved by the Board of Directors of the Company and by the
          holders
          of a majority of the outstanding shares of Common Stock of the Company.
          

         

        2.2    No
          Conflicts or Defaults.  The
          execution and delivery of this Agreement by the Company and the consummation
          of
          the transactions contemplated hereby do not and shall not (a) contravene
          the
          Certificate of Incorporation or By-laws of the Company or (b) with or without
          the giving of notice or the passage of time (i) violate, conflict with,
          or
          result in a breach of, or a default or loss of rights under, any material
          covenant, agreement, mortgage, indenture, lease, instrument, permit or
          license
          to which the Company is a party or by which the Company is bound, or any
          judgment, order or decree, or any law, rule or regulation to which the
          Company
          is subject, (ii) result in the creation of, or give any party the right
          to
          create, any lien, charge, encumbrance or any other right or adverse interest
          (“Liens”) upon any of the assets of the Company, (iii) terminate or give any
          party the right to terminate, amend, abandon or refuse to perform, any
          material
          agreement, arrangement or commitment to which the Company is a party or
          by which
          the Company’s assets are bound, or (iv) accelerate or modify, or give any party
          the right to accelerate or modify, the time within which, or the terms
          under
          which, the Company is to perform any duties or obligations or receive any
          rights
          or benefits under any material agreement, arrangement or commitment to
          which it
          is a party.

         

        2.3    Capitalization. 
          The authorized capital stock of the Company, on the Closing Date, shall
          be
          300,000,000 shares of Common Stock, par value $0.001 per share, of which
          21,365,500 shares are as of the date hereof, issued and outstanding (the
          “Company Shares”). The
          Company has no issued and outstanding shares of preferred stock. All
          of
          the Company Shares are duly authorized, validly issued, fully paid and
          nonassessable, and have not been issued in violation of any preemptive
          right of
          stockholders. The Company Shares are not, and those shares of Common Stock
          when
          issued in accordance with the terms hereof will not be, subject to any
          preemptive or subscription right. There is no outstanding voting trust
          agreement
          or other contract, agreement, arrangement, option, warrant, call, commitment
          or
          other right of any character obligating or entitling the Company to issue,
          sell,
          redeem or repurchase any of its securities, and there is no outstanding
          security
          of any kind convertible into or exchangeable for the common stock of the
          Company, nor has the Company, or any of its agents orally agreed to issue
          any of
          the foregoing. There
          are
          no declared or accrued unpaid dividends with respect to any shares of the
          Company’s common stock. There are no agreements, written or oral, between the
          Company and any of their shareholders or among any Company shareholders
          relating
          to the acquisition (including without limitation rights of first refusal
          or
          preemptive rights), or disposition, or registration under the Securities
          Act or
          voting of the capital stock of the Company. There are no outstanding shares
          of
          Company Common Stock that are subject to vesting. The Company has no other
          capital stock authorized, issued or outstanding.

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

        2.4    Financial
          Statements.

         

        (a)    SEC
          Documents. 
          The Company hereby makes reference to the following documents filed with
          the
          United States Securities and Exchange Commission (the “SEC”), as posted on the
          SEC’s website, www.sec.gov:
          (collectively, the “SEC Documents”): (a) Annual Report on Form 10-KSB for the
          fiscal year ended December 31, 2004, as amended; (b) Registration of Securities
          Of Small Business Issuers on Form SB-2 as filed on April 21, 2003, and
          all
          amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods
          ended September 30, 2004 and 2005, March 31, 2005, and June 30, 2005, and
          all
          amendments thereto. The SEC Documents constitute all of the documents and
          reports that the Company was required to file with the SEC pursuant to
          the
          Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations
          promulgated thereunder by the SEC since the effectiveness of the Company’s Form
          SB-2 filed on April 21, 2003, as amended. The
          financial statements included in the SEC Documents include copies of the
          balance
          sheets of the Company at December 31, 2003 and 2004, and the related statements
          of operations and stockholders’ cash flows for the fiscal years then ended,
          including the notes thereto, as audited by Lawrence Scharfman & Co., CPA
          P.A. Certified, independent accountants, and the balance sheet of the Company
          at
          September 30, 2005 and the related statements of operations and stockholders’
cash flows for the nine-month period then ended prepared by the Company’s
          management (all such statements being referred to collectively as the “Company
          Existing Financial Statements”). All the Company Existing Financial Statements,
          together with the notes thereto, have been prepared in accordance with
          U.S.
          generally accepted accounting principles applied on a basis consistent
          throughout all periods presented. These Company Existing Financial Statements
          present fairly the financial position of the Company as of the dates and
          for the
          periods indicated. The books of account and other financial records of
          the
          Company have been maintained in accordance with good business practices.
          

         

        (b)    Since
          the
          date of the latest Company Existing Financial Statements (the “Most Recent
          Date”), there has been no material adverse change in the condition, financial
          or
          otherwise, net worth, prospects or results of operations of the Company.
          Without
          limiting the foregoing, since the Most Recent Date:

         

        (i)    the
          Company has not sold, leased, transferred or assigned any of their assets,
          tangible or intangible, other than in the ordinary course of
          business;

         

        (ii)    the
          Company has not entered into any agreement, contract, commitment, lease
          or
          license (or series of related agreements, contracts, commitments, leases
          and
          licenses);

         

        (iii)    no
          party
          (including the Company) has accelerated, terminated, modified or canceled
          any
          agreement, contract, lease or license (or series of related agreements,
          contracts, leases and licenses) to which the Company is a Party or by which
          the
          Company or its assets are bound;

         

        (iv)    the
          Company has not made any capital expenditure (or series of related capital
          expenditures) of whatever nature;

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

        (v)    the
          Company has not made any capital investments in, any loans to, or any
          acquisitions of the securities or assets of any other Person (or a series
          of
          related capital investments, loans and acquisitions);

         

        (vi)    the
          Company has not issued any notes, bonds or other debt securities, or created,
          incurred, assumed or guaranteed any indebtedness for borrowed money or
          capitalized lease obligation;

         

        (vii)    the
          Company has not canceled, compromised, waived or released any right or
          claim (or
          series of related rights and claims);

         

        (viii)    the
          Company has not made any loans to, or entered into any other transactions
          with,
          any of their respective directors, officers, or employees; and

         

        (ix)    the
          Company has committed to do any of the foregoing.

         

        2.5    Further
          Financial Matters. 
          The Company does not have any (a) assets of any kind or (b) liabilities
          or
          obligations, whether secured or unsecured, accrued, determined, absolute
          or
          contingent, asserted or unasserted or otherwise, which are required to
          be
          reflected or reserved in a balance sheet or the notes thereto under generally
          accepted accounting principles, and which are not reflected in the Company
          Financial Statements. 

         

        2.6    Taxes.
           The Company has filed all United States federal, state, county, local and
          foreign, national, provincial and local returns and reports which were
          required
          to be filed on or prior to the Closing Date hereof in respect of all income,
          withholding, franchise, payroll, excise, property, sales, use, value-added
          or
          other taxes or levies, imposts, duties, license and registration fees,
          charges,
          assessments or withholdings of any nature whatsoever (together, “Taxes”), and
          has paid all Taxes (and any related penalties, fines and interest) which
          have
          become due pursuant to such returns or reports or pursuant to any assessment
          which has become payable, or, to the extent its liability for any Taxes
          (and any
          related penalties, fines and interest) has not been fully discharged, the
          same
          have been properly reflected as a liability on the books and records of
          the
          Company and adequate reserves therefore have been established. All such
          returns
          and reports filed on or prior to the date hereof have been properly prepared
          and
          are true, correct (and to the extent such returns reflect judgments made
          by the
          Company, as the case may be, such judgments were reasonable under the
          circumstances) and complete in all material respects. The amount shown
          on the
          Company’s most recent balance sheet as provision for taxes is sufficient in all
          material respects to pay all accrued and unpaid federal, state, local and
          foreign taxes for the period then ended and all prior periods. No tax return
          or
          tax return liability of the Company has been audited or, presently under
          audit.
          The Company has not given or been requested to give waivers of any statute
          of
          limitations relating to the payment of any Taxes (or any related penalties,
          fines and interest). There are no claims pending or, to the knowledge of
          the
          Company, threatened, against the Company for past due Taxes. All payments
          for
          withholding taxes, unemployment insurance and other amounts required to
          be paid
          for periods prior to the date hereof to any governmental authority in respect
          of
          employment obligations of the Company, including, without limitation, amounts
          payable pursuant to the Federal Insurance Contributions Act, have been
          paid or
          shall be paid prior to the Closing and have been duly provided for on the
          books
          and records of the Company and in the Financial Statements. All such amounts
          and
          penalties are set forth in the Company’s balance sheet.

         

        2.7    Indebtedness;
          Contracts; No Defaults; Liabilities.

         

        (a)    The
          Company has no instruments, agreements, indentures, mortgages, guarantees,
          notes, commitments, accommodations, letters of credit or other arrangements
          or
          understandings, whether written or oral, to which the Company is a party,
          all of
          which will be extinguished shortly after the Closing. 

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

        (b)    Neither
          the Company, nor, to the Company’s knowledge, any other person or entity is in
          breach, or in default under any contract, agreement, arrangement, commitment
          or
          plan to which the Company is a party, and no event or action has occurred,
          is
          pending or is threatened, which, after the giving of notice, passage of
          time or
          otherwise, would constitute or result in such a breach or default by the
          Company
          or, to the knowledge of the Company, any other person or entity. The Company
          has
          not received any notice of default under any contract, agreement, arrangement,
          commitment or plan to which it is a party, which default has not been cured
          to
          the satisfaction of, or duly waived by, the party claiming such default
          on or
          before the date hereof.

         

        (c)    Other
          than the liabilities set forth on Schedule
          B
          which
          shall be paid off immediately upon the closing, the Company shall have
          no
          liabilities.

        


        2.8    Real
          Property. 
          The Company does not own or lease any real property. 

         

        2.9    Compliance.
          

         

        (a)    The
          Company is not conducting its respective business or affairs in violation
          of any
          applicable federal, state or local law, ordinance, rule, regulation, court
          or
          administrative order, decree or process, or any requirement of insurance
          carriers. The Company has not received any notice of violation or claimed
          violation of any such law, ordinance, rule, regulation, order, decree,
          process
          or requirement.

        


        (b)    The
          Company is in compliance with all applicable federal, state, local and
          foreign
          laws and regulations. There are no claims, notices, actions, suits, hearings,
          investigations, inquiries or proceedings pending or, to the knowledge of
          the
          Company, threatened against the Company, and there are no past or present
          conditions that the Company has reason to believe are likely to give rise
          to any
          material liability or other obligations of the Company under any
          circumstances.

        


        2.10    Permits
          and Licenses. 
          The Company has all certificates of occupancy, rights, permits, certificates,
          licenses, franchises, approvals and other authorizations as are reasonably
          necessary to conduct its respective business and to own, lease, use, operate
          and
          occupy its assets, at the places and in the manner now conducted and operated,
          except those the absence of which would not materially adversely affect
          its
          respective business. The Company has not received any written or oral notice
          or
          claim pertaining to the failure to obtain any material permit, certificate,
          license, approval or other authorization required by any federal, state
          or local
          agency or other regulatory body, the failure of which to obtain would materially
          and adversely affect its business.

         

        2.11    Litigation.

         

        (a)    There
          is
          no claim, dispute, action, suit, inquiry, proceeding or investigation pending
          or, to the knowledge of the Company, threatened, against or affecting the
          business of the Company, or challenging the validity or propriety of the
          transactions contemplated by this Agreement, at law or in equity or admiralty
          or
          before any federal, state, local, foreign or other governmental authority,
          board, agency, commission or instrumentality, nor has any such claim, dispute,
          action, suit, proceeding or investigation been pending or threatened, during
          the
          12 month period preceding the date hereof; 

         

        (b)    There
          is
          no outstanding judgment, order, writ, ruling, injunction, stipulation or
          decree
          of any court, arbitrator or federal, state, local, foreign or other governmental
          authority, board, agency, commission or instrumentality, against or affecting
          the business of the Company; and 

         

        (c)    The
          Company has not received any written or verbal inquiry from any federal,
          state,
          local, foreign or other governmental authority, board, agency, commission
          or
          instrumentality concerning the possible violation of any law, rule or regulation
          or any matter disclosed in respect of its business.

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

        2.12    Insurance. 
          The Company does not currently maintain any form of insurance. 

         

        2.13    Articles
          of Incorporation and By-laws; Minute Books. 
          Certified copies of the Company’s Articles of Incorporation and its by-laws have
          been forwarded to the Buyer. Such copies of the Articles of Incorporation
          and
          By-laws (or similar governing documents) of the Company, and all amendments
          to
          each are true, correct and complete. The minute books of the Company as
          forwarded to the Buyer contain true and complete records of all meetings
          and
          consents in lieu of meetings of their respective Board of Directors (and
          any
          committees thereof), or similar governing bodies, since the time of their
          respective organization. The stock books of the Company as forwarded to
          the
          Buyer are true, correct and complete.

         

        2.14    Employee
          Benefit Plans.
           The Company does not maintain, nor has the Company maintained in the past,
          any employee benefit plans (“as defined in Section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended (“ERISA”)), or any plans,
          programs, policies, practices, arrangements or contracts (whether group
          or
          individual) providing for payments, benefits or reimbursements to employees
          of
          the Company, former employees, their beneficiaries and dependents under
          which
          such employees, former employees, their beneficiaries and dependents are
          covered
          through an employment relationship with the Company, any entity required
          to be
          aggregated in a controlled group or affiliated service group with the Company
          for purposes of ERISA or the Internal Revenue Code of 1986 (the “Code”)
          (including, without limitation, under Section 414(b), (c), (m) or (o) of
          the
          Code or Section 4001 of ERISA, at any relevant time (“Benefit
          Plans”).

         

        2.15    Patents;
          Trademarks and Intellectual Property Rights. 
          The Company does not own or possess any patents, trademarks, service marks,
          trade names, copyrights, trade secrets, licenses, information, Internet
          web
          site(s) or proprietary rights of any nature. The business conducted by
          the
          Company has not and will not cause the Company to infringe or violate any
          of the
          patents, trademarks, service marks, trade names, copyrights, mask-works,
          licenses, trade secrets, processes, data, know-how or other intellectual
          property rights of any other Person.

         

        2.16    Brokers. 
          The Company has not agreed to or incurred any obligation or other liability
          that
          could be claimed against the Company or Buyer or any other person for any
          finder’s fee, brokerage commission or similar payment.

         

        2.17    Affiliate
          Transactions. 
          Neither the Company nor any officer, director or employee of the Company
          (or any
          of the relatives or Affiliates of any of the aforementioned Persons) is
          a party
          to any agreement, contract, commitment or transaction with the Company
          or
          affecting the business of the Company, or has any interest in any property,
          whether real, personal or mixed, or tangible or intangible, used in or
          necessary
          to the Company which will subject the Company to any liability or obligation
          from and after the Closing Date.

         

        2.18    Trading.
           The Company Common Stock is currently listed for trading on the OTC
          Bulletin Board (the “Bulletin Board”), and the Company has not received any
          notices that its common stock is subject to being delisted
          therefrom.

         

        2.19    Compliance. 
          The Company has complied with the requirements of the Securities Exchange
          Act of
          1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended
          (the “Securities Act”), and is current in its filings under the Exchange Act and
          the Securities Act.

         

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

        2.20    Filings.
           To the knowledge of the Company, none of the filings made by the Company
          under the Securities Act or the Exchange Act make any untrue statement
          of a
          material fact or omit to state a material fact necessary in order to make
          the
          statements made, in light of the circumstances under which they were made,
          not
          misleading.

         

        2.21    Consents. 
          No consent, waiver, approval, order or authorization of, or registration,
          declaration or filing with, any court, administrative agency or commission
          or
          other federal, state, county, local or other foreign governmental authority,
          instrumentality, agency or commission (“Governmental Entity”) is required by or
          with respect to the Company in connection with the execution and delivery
          of
          this Agreement and any related agreements to which the Company is a party
          or the
          consummation of the transactions contemplated hereby and thereby, except
          for
          such consents, waivers, approvals, orders, authorizations, registrations,
          declarations and filings as may be required under applicable securities
          laws.

         

        2.22    Schedules. 
          All
          lists
          or other statements, information or documents set forth in, attached to
          any
          Schedule provided pursuant to this Agreement or delivered hereunder shall
          be
          deemed to be representations and warranties by the Company with the same
          force
          and effect as if such lists, statements, information and documents were
          set
          forth herein. Any list, statement, document or any information set forth
          in,
          attached to any Schedule provided pursuant to this Agreement or delivered
          hereunder shall not be deemed to constitute disclosure for any other Schedule
          provided pursuant to this Agreement unless specific cross reference is
          made and
          shall survive after closing.

         

        2.23    Environmental
          Matters. 
          The Company has never: (i) operated any underground storage tanks at any
          property that the Company has at any time owned, operated, occupied or
          leased;
          or (ii) illegally released any material amount of any substance that has
          been designated by any Governmental Entity or by applicable foreign, federal,
          state, or local law to be radioactive, toxic, hazardous or otherwise a
          danger to
          health or the environment, including, without limitation, PCBs, asbestos,
          petroleum, and urea-formaldehyde and all substances listed as hazardous
          substances pursuant to the Comprehensive Environmental Response, Compensation,
          and Liability Act of 1980, as amended, or defined as a hazardous waste
          pursuant
          to the United States Resource Conservation and Recovery Act of 1976, as
          amended,
          and the regulations promulgated pursuant to said laws), but excluding office
          and
          janitorial supplies properly and safely maintained.

         

        2.24.    Subsidiaries. 
          The Company does have any subsidiaries and does not own any securities
          of
          another corporation, partnership, limited liability company or other forms
          of
          business entities.

        


        2.25    Representations
          and Warranties. 
          The representations and warranties of the Company included in this Agreement
          and
          any list, statement, document or information set forth in, attached to
          any
          Schedule provided pursuant to this Agreement or delivered hereunder, are
          true
          and complete in all material respects and do not contain any untrue statement
          of
          a material fact or omit to state a material fact required to be stated
          therein
          or necessary to make the statements contained therein not misleading, under
          the
          circumstance under which they were made and shall survive after closing
          as set
          forth herein.

         

        


        ARTICLE
          III

         

        REPRESENTATIONS
          AND WARRANTIES OF THE BUYERS

         

        Each
          of
          the Buyer hereby represents and warrants to the Company that now and/or
          as of
          the Closing:

         

        
          
             

          

          
            7

            
              

            

          

          
             

          

        

        3.1    Authority
          Relative to this Agreement.
           The Buyers have the requisite power and/or authority to enter into this
          Agreement and carry out his/her obligations hereunder. This Agreement has
          been
          duly and validly executed and delivered by the Buyers and constitutes a
          valid
          and binding obligation of the Buyers, enforceable in accordance with its
          terms,
          except as such enforcement may be limited by bankruptcy, insolvency or
          other
          similar laws affecting the enforcement of creditors' rights generally or
          by
          general principles of equity. 

         

        3.2    Buyer
          Representation Regarding the Securities.
           The Buyers understand that the Securities are “restricted securities” and
          have not been registered under the Securities Act or any applicable state
          securities law and is acquiring the Securities as principal for its own
          account
          and not with a view to or for distributing or reselling such Securities
          or any
          part thereof, has no present intention of distributing any of such Securities
          and has no arrangement or understanding with any other persons regarding
          the
          distribution of such Securities (this representation and warranty not limiting
          such Buyer’s right to sell the Securities pursuant to the Registration Statement
          or otherwise in compliance with applicable federal and state securities
          laws).
          The Buyers are acquiring the Shares hereunder in the ordinary course of
          its
          business. The Buyers do not have any agreement or understanding, directly
          or
          indirectly, with any Person to distribute any of the Securities.

        


        3.3    Buyer
          Status. 
          At the time the Buyers receive any of the Securities, the Buyers will be
          an
“accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or
          (a)(8) under the Securities Act. 

        


        3.4     Experience
          of the Buyers.  The
          Buyers, either alone or together with its representatives, have such knowledge,
          sophistication and experience in business and financial matters so as to
          be
          capable of evaluating the merits and risks of the prospective investment
          in the
          Securities, and has so evaluated the merits and risks of such investment.
          The
          Buyers are able to bear the economic risk of an investment in the Securities
          and, at the present time, is able to afford a complete loss of such
          investment.

        


        3.5    General
          Solicitation.
           The Buyers are not receiving the Securities as a result of any
          advertisement, article, notice or other communication regarding the Shares
          published in any newspaper, magazine or similar media or broadcast over
          television or radio or presented at any seminar or any other general
          solicitation or general advertisement.

        


        ARTICLE
          IV
           

        

        DELIVERIES
          & CONDITIONS

         

        4.1    Items
          to be delivered to the Buyers at the Closing by the Company. 
          The Buyers’ obligation to purchase the Securities is conditioned on the
          following closing conditions and deliveries:

         

        (a)    A
          copy of
          this Agreement duly executed has been delivered to the Escrow
          Agent;

         

        (b)    Share
          Certificates issued in the name of the Buyer or its designee or
          assignee;

        


        (c)    Any
          other
          document reasonably requested by Buyer that Buyer deems necessary for the
          consummation of this transaction;

         

        (d)    The
          Buyers are satisfied with its due diligence investigation of the Company,
          in its
          sole discretion; and

        


        (e)    the
          representations and warranties set forth in Articles 2 of this Agreement
          shall
          be true and correct in all material respects. 

          

        
          
             

          

          
            8

            
              

            

          

          
             

          

        

        4.2    Items
          to be delivered at Closing by Buyer.
          

         

        (a)    All
          applicable exhibits and schedules hereto;

         

        (b)    A
          copy of
          this Agreement duly executed;

         

        (c)    Any
          other
          document reasonably requested by the Company that it deems necessary for
          the
          consummation of this transaction.

         

        ARTICLE
          V
           

        

        TERMINATION

         

        5.1    Termination. 
          This Agreement may be terminated:

         

        (a)    at
          any
          time before, or at, Closing by written notice of the Buyers; 

         

        (b)    prior
          to
          the Closing by any Party at any time if
          any
          provision (including, but not limited to, the representations and warranties)
          of
          this Agreement that is applicable to or required to be performed by the
          other
          Party shall be materially untrue or fail to be accomplished or if any conditions
          set forth in Article 4 hereof have not been fully satisfied;

         

        (c)    Upon
          termination of this Agreement for any reason, in accordance with the terms
          and
          conditions set forth in this paragraph, each Party shall bear all costs
          and
          expenses as that Party has incurred. 

         

        


        ARTICLE
          VI

         

        MISCELLANEOUS

         

        6.1    Survival
          of Representations, Warranties and Agreements. 
          All representations, warranties and statements made by a Party to in this
          Agreement or in any document or certificate delivered pursuant hereto shall
          survive the Closing Date. Each of the Parties hereto is executing and carrying
          out the provisions of this Agreement in reliance upon the representations,
          warranties and covenants and agreements contained in this agreement or
          at the
          closing of the transactions herein provided for and not upon any investigation
          which it might have made or any representations, warranty, agreement, promise
          or
          information, written or oral, made by the other Party or any other person
          other
          than as specifically set forth herein.

         

        6.2    Access
          to Books and Records. 
          During the course of this transaction through Closing, each Party agrees
          to make
          available for inspection all corporate books, records and assets, and otherwise
          afford to each other and their respective representatives, reasonable access
          to
          all documentation and other information concerning the business, financial
          and
          legal conditions of each other for the purpose of conducting a due diligence
          investigation thereof. Such due diligence investigation shall be for the
          purpose
          of satisfying each Party as to the business, financial and legal condition
          of
          each other for the purpose of determining the desirability of consummating
          the
          proposed transaction. The Parties further agree to keep confidential and
          not use
          for their own benefit, except in accordance with this Agreement any information
          or documentation obtained in connection with any such
          investigation.

         

        
          
             

          

          
            9

            
              

            

          

          
             

          

        

        6.3    Further
          Assurances. 
          If, at any time after the Closing, the Parties hereby mutually agree
          that any further deeds, assignments or assurances in law or that any other
          things are necessary, desirable or proper to complete the transactions
          contemplated hereby in accordance with the terms of this agreement or to
          vest,
          perfect or confirm, of record or otherwise, the title to any property or
          rights
          of the Parties hereto, the Parties agree that their proper officers and
          directors shall execute and deliver all such proper deeds, assignments
          and
          assurances in law and do all things necessary, desirable or proper to vest,
          perfect or confirm title to such property or rights and otherwise to carry
          out
          the purpose of this Agreement, and that the proper officers and directors
          the
          Parties are fully authorized to take any and all such action.

         

        6.4    Notice.
          All
          communications, notices, requests, consents or demands given or required
          under
          this Agreement shall be in writing and shall be deemed to have been duly
          given
          when delivered to, or received by prepaid registered or certified mail
          or
          recognized overnight courier addressed to, or upon receipt of a facsimile
          sent
          to, the Party for whom intended, as follows, or to such other address or
          facsimile number as may be furnished by that Party by notice in the manner
          provided herein:

         

        If
          to the
          Company:

         

        Andrew
          Mercer

        8880
          Rio
          San Diego Drive

        8th
          Floor

        San
          Diego, CA 92108

         

        If
          to
          Buyer:

         

        Kevin
          K.
          Leung, Esq.

        Richardson
          & Patel LLP

        10900
          Wilshire Blvd. Suite 500

        Los
          Angeles, CA 90024

         

        6.5    Entire
          Agreement.
           This Agreement, the Exhibits and Schedules hereto and any instruments and
          agreements to be executed pursuant to this Agreement, set forth the entire
          understanding of the Parties hereto with respect to its subject matter,
          merges
          and supersedes all prior and contemporaneous understandings with respect
          to its
          subject matter and may not be waived or modified, in whole or in part,
          except by
          a writing signed by each of the Parties hereto. No waiver of any provision
          of
          this Agreement in any instance shall be deemed to be a waiver of the same
          or any
          other provision in any other instance. Failure of any party to enforce
          any
          provision of this Agreement shall not be construed as a waiver of its rights
          under such provision.

         

        6.6    Successors
          and Assigns. 
          This Agreement shall be binding upon, enforceable against and inure to
          the
          benefit of, the Parties hereto and their respective heirs, administrators,
          executors, personal representatives, successors and assigns, and nothing
          herein
          is intended to confer any right, remedy or benefit upon any other person.
          This
          Agreement may not be assigned by the Corporation except with the prior
          written
          consent of the Buyer. This Agreement and all of the obligations of the
          Company
          may be assigned by the Buyer without the prior notice to the Company or
          written
          consent of the Company and upon assignment, all of the rights and obligations
          of
          Buyer shall be the rights and obligations of the Buyer’s designated
          assignee.

         

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

        6.7    Governing
          Law. 
          This Agreement shall in all respects be governed by and construed in accordance
          with the laws of the State of California, USA that are applicable to agreements
          made and fully to be performed in such state, without giving effect to
          conflicts
          of law principles.

         

        6.8    Counterparts.
           This Agreement may be executed in multiple counterparts, each of which
          shall be deemed an original, but all of which together shall constitute
          one and
          the same instrument.

         

        6.9    Construction. 
          Headings contained in this Agreement are for convenience only and shall
          not be
          used in the interpretation of this Agreement. References herein to Articles,
          Sections and Exhibits are to the articles, sections and exhibits, respectively,
          of this Agreement. The Schedules hereto are hereby incorporated herein
          by
          reference and made a part of this Agreement. As used herein, the singular
          includes the plural, and the masculine, feminine and neuter gender each
          includes
          the others where the context so indicates.

         

        6.10    Severability. 
          If any provision of this Agreement is held to be invalid or unenforceable
          by a
          court of competent jurisdiction, this Agreement shall be interpreted and
          enforceable as if such provision were severed or limited, but only to the
          extent
          necessary to render such provision and this Agreement enforceable.

         

        6.11    Arbitration.
           Any controversy arising out of, connected to, or relating to any matters
          herein of the transactions with the Parties hereto on behalf of the undersigned,
          or this Agreement, or the breach thereof, including, but not limited to
          any
          claims of violations of federal and/or state securities laws, banking statutes,
          consumer protection statutes, federal and/or state anti-racketeering (e.g.
          RICO)
          claims as well as any common law claims and any state law claims of fraud,
          negligence, negligent misrepresentations, and/or conversion, or the laws
          of any
          territory, country or jurisdiction, shall be settled by arbitration; and
          in
          accordance with this paragraph any judgment on the arbitrator’s award may be
          entered in any court having jurisdiction thereof. In the event of such
          a
          dispute, each party agrees to arbitration conducted through the auspices
          of
          American Arbitration Association. Venue for any action shall lie in Nevada,
          USA.

         

        6.12    [intentionally
          omitted.] 

         

        6.13    Confidentiality;
          Public Disclosure.
           Each of the parties hereto hereby agrees that the information obtained
          pursuant to the negotiation and execution of this Agreement shall be treated
          as
          confidential and not be disclosed to third parties who are not agents of
          one of
          the Parties to this Agreement.

         

        6.14    Notification
          of Certain Matters. 
          Each
          Party shall give prompt notice to the other of (i) the occurrence or
          non-occurrence of any event, the occurrence or non-occurrence of which
          is likely
          to cause any representation or warranty of such party contained in this
          Agreement to be untrue or inaccurate and (ii) any failure of such party
          to
          comply with or satisfy any covenant, condition or agreement to be complied
          with
          or satisfied by it hereunder; provided,
          however,
          that
          the delivery of any notice pursuant to this Section shall not limit or
          otherwise affect any remedies available to the party receiving such notice.
          Further, disclosure pursuant to this Section shall not be deemed to amend
          or supplement the Schedules hereto or prevent or cure any
          misrepresentations, breach of warranty or breach of covenant.

         

        6.15    Currency. 
          The parties hereto agree that all monetary amounts set forth herein are
          referenced in United States dollars, unless otherwise stated.

         

        6.16    Rules
          of Construction.
           The
          parties hereto agree that they have been represented by counsel during
          the
          negotiation and execution of this Agreement and, therefore, waive the
          application of any law, regulation, holding or rule of construction providing
          that ambiguities in an agreement or other document will be construed against
          the
          party drafting such agreement or document.

         

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

        6.17    Counterparts.
           This Agreement may be executed in counterparts and by facsimile
          signatures. In the event that any signature is delivered by facsimile
          transmission, such signature shall create a valid and binding obligation
          of the
          party executing (or on whose behalf such signature is executed) with the
          same
          force and effect as if such facsimile signature page were an original thereof.
          All such counterparts shall together constitute one and the same
          instrument.

         

        [Signatures
          to Follow]

        
          
             

          

          
            12

            
              

            

          

          
             

          

        


        IN
          WITNESS WHEREOF, each of the Parties hereto has executed this Agreement
          as of
          the date first set forth above.

        
           

          
            	 	COMPANY:
	 	 
	
                     

                  	
                    
                      Commerce
                        Development Corporation, Ltd,

                      a
                        Maryland corporation

                    

                  
	 	 	 
	
                     

                  	
                    
                      By:

                    

                  	
                    /s/
                      Andrew M. Mercer

                  
	
                     

                  	
                     

                  	
                    Andrew
                      M. Mercer

                    Chief
                      Executive Officer

                  


          

          
             

            
              	 	BUYERS:
	 	 
	
                       

                    	
                      
                        [Signatures
                          set forth in Schedule A]

                      

                    
	 	 	 


            

            


            
              
                 

              

              
                13

                
                  

                

              

              
                 

              

            

          

        


        Schedule
          A

        Buyers

        

          


          
            	
                    Buyers:
                      Shares

                  	 	 	
                    Shares

                  	
                     

                  	
                     

                  	
                    Consideration

                  	
                     

                  	
                     

                  	
                    Signature

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Mark
                      Y. Abdou

                  	 	 	
                    10,289,048

                  	 	
                    $

                  	
                    11,838

                  	 	 	
                    /s/
                      Mark Y. Abdou

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Addison
                      Adams

                  	 	 	
                    5,140,924

                  	 	
                    $

                  	
                    5,914

                  	 	 	
                    /s/
                      Addison Adams

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Corporate
                      Capital Partners

                  	 	 	
                    2,059,250

                  	 	
                    $

                  	
                    2,369

                  	 	 	
                    By:
                      /s/ Michael Donahue

                    Name:
                      Michael Donahue

                    Title:
                      General Partner

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Ryan
                      Hong

                  	 	 	
                    3,088,874

                  	 	
                    $

                  	
                    3,554

                  	 	 	
                    /s/
                      Ryan Hong

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    RP
                      Capital LLC

                  	 	 	
                    41,141,792

                  	 	
                    $

                  	
                    47,330

                  	 	 	
                    By:
                      /s/ Nimish Patel

                    Name:
                      Nimish Patel

                    Title:
                      Chief Executive Officer

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Luan
                      Phan

                  	 	 	
                    5,140,924

                  	 	
                    $

                  	
                    5,914

                  	 	 	
                    /s/
                      Luan Phan

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Silas
                      Phillips

                  	 	 	
                    5,140,924

                  	 	
                    $

                  	
                    5,914

                  	 	 	
                    /s/
                      Silas Phillips

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    TOTAL:

                  	 	 	
                    72,001,735

                  	 	
                    $

                  	
                    82,833

                  	 	 	 	 


          

          





        
          
             

          

          
             

            
            

          

          
             

          

        


        Schedule
          B

        Schedule
          of Liabilities

         

         

        $62,833
          payable to Andy Mercer