Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE AGREEMENT ("Agreement") is made and entered into this
14  day  of  July  2006,  by  and between New Colorado Prime Holdings,  Inc., a
Delaware  corporation (the "CPH"), and Craig Laughlin, an individual ("Seller"),
on  the  following  premises.

                                    PREMISES

     CPH  and  Seller  are  parties to the Agreement and Plan of Reorganization,
dated  July  14,  2006,  pursuant  to  which  SimplaGene  USA,  Inc.,  a Nevada
corporation  ("SMPG"),  will acquire CPH and the stockholders of CPH will become
the  principal  stockholders  of  SMPG.  Seller  is a controlling stockholder of
SMPG,  and  as  a  negotiated  element  of the transaction agreed to sell to CPH
999,300  shares  of the common stock of SMPG owned by Seller (the "Shares") that
will  be  surrendered  by  CPH  to  SMPG for cancellation, thereby improving the
stockholders'  equity  of  SMPG  and increasing the percentage ownership of SMPG
held  by  the  stockholders  of CPH following the acquisition.  Seller agreed to
sell  shares  to  CPH in consideration of a cash payment and an undertaking from
SMPG  to  register  common  stock  of  SMPG  held  by  Seller  under  certain
circumstances.

                                    AGREEMENT

     NOW,  THEREFORE,  for and in consideration of the foregoing premises, which
are incorporated herein, and the terms and conditions hereinafter set forth, the
parties  hereto  agree  as  follows:

     Section  1.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER.  As  an
inducement  to,  and  to  obtain the reliance of, CPH, the Seller represents and
warrants  to  CPH  as  follows:

     1.1     Seller's  Authority.  Seller  has  full power and capacity to enter
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into  this  Agreement.  This  Agreement  has been duly executed and delivered by
Seller  and  this  Agreement  is  the  valid  and  binding obligation of Seller,
enforceable  in  accordance  with  its  terms

     1.2     No  Conflict.  Neither  the  execution, delivery and performance of
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this Agreement, nor the consummation of the transactions contemplated hereby nor
compliance  with  the  provisions  hereof,  will conflict with, or result in any
violations  of,  or cause a default (with or without notice or lapse of time, or
both)  under, or give rise to a right of termination, amendment, cancellation or
acceleration of any obligation contained in, or the loss of any material benefit
under,  or  result  in  the  creation  of any lien, security interest, charge or
encumbrance  upon any of the properties or assets of the Seller under, any term,
condition or provision of any loan or credit agreement, mortgage, deed of trust,
indenture,  lease or other material agreement, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to the Seller or his properties or
assets.

     1.3     Governmental  Consents.  No  consent,  approval,  order  or
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authorization  of,  or  registration,  declaration  or  filing  with, any court,
administrative  agency  or  commission  or  other  governmental  authority  or
instrumentality, domestic or foreign (each a "Governmental Entity"), is required
to  be  obtained  by the Seller in connection with the execution and delivery of
this  Agreement  or  the  consummation  of the transactions contemplated hereby.

     1.4     Litigation.  There  is  no suit, action, arbitration, demand, claim
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or  proceeding  pending  or,  to  the  best  knowledge of the Seller, threatened
against  the  Seller,  nor  is  there  any judgment, decree, injunction, rule or
order of any Governmental Entity outstanding against the Seller, in each case as
related  to  the  Shares.

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     1.5    Consents. The Seller is not required to make any filing with or give
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any  notice to, or to obtain any consent from, any person in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated  hereby.

     1.6     Marketable  Title to Common Stock.  The Shares are duly authorized,
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validly  issued,  fully  paid  and  nonassessable.  The Shares are subject to no
restrictions  with  respect  to  transferability  to  CPH,  except  for  those
restrictions  required  by  federal  and state securities laws.  Seller has, and
this  Agreement  will  be sufficient to convey, good and marketable title to the
Shares,  represented  by  certificate  nos.' _______ and ______registered in the
name  of  Seller, which are the 999,300 common shares to be conveyed pursuant to
this  Agreement,  free and clear of all liens, pledges, charges, encumbrances or
claims  whatsoever.

     Section 2.     REPRESENTATIONS AND WARRANTIES OF CPH.  As an inducement to,
and  to obtain the reliance of, Seller, CPH represents and warrants to Seller as
follows:

     2.1     CPH  is a corporation duly organized and existing under the laws of
the  state  of  Delaware  and has all corporate power and is duly authorized and
qualified  to  own all of its properties and assets and carry on its business in
all  material  respects.  The execution and delivery of this Agreement does not,
and  the  consummation of the transactions contemplated hereby will not, violate
any  provision  of  the  CPH's  certificate  of  incorporation  (as  amended and
restated)  or  bylaws.

     2.2     The  consummation  of the transactions contemplated hereby will not
result  in  a  breach  of  any  term  or provision of, or constitute an event of
default  under,  any  material loan agreement, mortgage, deed of trust, security
instrument, or other material agreement or instrument to which CPH is a party or
to  which  any  of  its  assets  or  operations  are  subject.

     2.3     The  consummation  by  CPH  of  this Agreement and the transactions
herein  contemplated  has been duly authorized by its board of directors, and no
stockholder or further corporate action is required to be completed by CPH prior
to  consummation  of  the  transactions  contemplated  by  this  Agreement.

     Section 3.     PURCHASE OF SHARES.  Concurrently with the execution of this
Agreement,  CPH  hereby purchases all of the Shares, and the Seller hereby sells
the  Shares  to  CPH, for a cash payment of $449,042 made by wire transfer to an
account designated in writing by Seller to CPH prior to or concurrently with the
execution  and  delivery  of  this  Agreement  by  the  parties  hereto.

     Section  4.     REGISTRATION  RIGHTS.  In  consideration of the sale of the
Shares  as  provided in Section 3, above, the parties acknowledge that SMPG will
grant  to  Seller registration rights with respect to all shares of common stock
of  SMPG  that  Seller has not held for two years or more as of the date of this
Agreement and that are subject to restrictions on resale imposed by reference to
the  registration requirements of the Securities Act of 1933, all as provided in
the  Registration  Rights  Agreement  attached  hereto  as  Appendix  A.

     Section  5.     MISCELLANEOUS.

     5.1     This  Agreement shall be governed by, enforced, and construed under
and  in  accordance  with  the  laws  of  the  state  of  Delaware.

     5.2     In  the  event  any  party institutes any action or suit to enforce
this  Agreement or to secure relief from any default hereunder or breach hereof,
the  breaching  party  or  parties  shall  reimburse  the non-breaching party or
parties  for  all  costs,  including  reasonable  attorney's  fees,  incurred in
connection  therewith  and  in  enforcing  or  collecting  any judgment rendered
therein.

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     5.3     Every  right  and  remedy  provided herein shall be cumulative with
every  other  right  and remedy, whether conferred herein, at law, or in equity,
and  may  be  enforced  concurrently  herewith.  No  waiver  by any party of the
performance of any obligation by the other shall be construed as a waiver of the
same  or  any  other  default  then,  theretofore,  or  thereafter  occurring or
existing.  This  Agreement  may  be  amended  by a writing signed by all parties
hereto,  with  respect  to  any  of  the terms contained herein, and any term or
condition  of  this  Agreement may be waived or the time for performance thereof
may  be  extended  by a writing signed by the party or parties for whose benefit
the  provision  is  intended.

     5.6     This  Agreement  may  be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall be but a
single  instrument.

     AGREED  AND  ENTERED  INTO,  as  of  the year and date first above written.

SELLER                              NEW  COLORADO  PRIME  HOLDINGS,  INC.



/s/ Craig  Laughlin                         By: /s/ Paul A. Roman
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Craig  Laughlin                                   Paul A. Roman, Chief Executive
Officer