Exhibit 10.3







                            STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                                BFP TEXAS, LTD.

                                      AND

                          PROMOTA INTERNATIONAL, INC.


















<PAGE>

     THIS  STOCK  PURCHASE AGREEMENT (this "Agreement") is made and entered into
this  9th  day  of  January  2006,  by  and  between Promota International, Inc.
(hereinafter  "Promota"  or "Seller"), a Delaware corporation with an address at
5115  Oak  Shadow  Court, Dallas, Texas 75287 and BFP Texas, Ltd., (hereinafter,
"BFP"  or  the  "Buyer"),  a Texas Limited Partnership, with an address at 20022
Creek  Farm,  San  Antonio,  Texas  78259.  Promota and BFP shall be hereinafter
collectively  referred  to  as  the  "Parties"  or  individually as the "Party".

                                    RECITALS

     WHEREAS,  Promota is the holder of twenty million, four hundred seventy six
thousand (20,476,000) shares, or approximately ninety-two (92%) of International
Test  Systems,  Inc.,  a  Delaware Corporation (hereinafter "ITS" or "Company");

     WHEREAS,  Promota  wishes  to  sell  its  shares  in  ITS;

     WHEREAS,  BFP,  or  its  assigns,  wishes  to  buy Promota's shares in ITS;

     NOW,  THEREFORE,  in  consideration  of  the  foregoing,  and of the mutual
covenants,  agreements,  undertakings,  representations and warranties contained
herein,  the  Parties  hereto  agree  as  follows:

A.   CASH  PAYMENT  AND  DELIVERY  OF  SHARES.
     -----------------------------------------

     1.   At the  Closing  (as  the  term  "Closing"  is  defined  in Section 3,
          below)  Promota  shall deliver to BFP all right, title and interest in
          and  to twenty million, four hundred seventy six thousand (20,476,000)
          shares, or approximately ninety-two (92%) of the capital stock, or the
          equivalent  amount  of shares of common stock or convertible preferred
          stock  that  will  convert  into  an equity stake in ITS of ninety two
          percent (92%), in exchange for a cash payment of two hundred seventeen
          thousand  five  hundred  Dollars  ($217,500.00)  (the "Cash Payment"),
          according  to  the terms of this Agreement, but specifically excluding
          any  and  all outstanding payables of the Company, if any, as detailed
          on the attached Schedule 1, as well as all costs of Promota related to
          this  Agreement  and  the  Closing  herein.  At  the Closing BFP shall
          reissue  to  Warren  Kirshenbaum fifty thousand (50,000) shares of ITS
          stock,  previously  evidenced  by stock certificate C-37, but redeemed
          and  cancelled.

     2.   The parties  agree  hereto  that  the  Cash  Payment  described herein
          represents  a  price  to  Promota  of  $.01062  per  share

B.   Earnest  Money  Deposit.  The  parties  hereto  acknowledge the receipt and
     -----------------------
     sufficiency  by  seller's  attorney  of  Five  Thousand  and no/100 dollars
     ($5,000.00) which represents a refundable Earnest Money Deposit by and from
     BFP.  BFP  shall  have the right to terminate this Agreement for any reason
     whatsoever  for  a  period of 15 business days (the "Due Diligence Period")
     after  BFP's  receipt  of  a  signed  original  of  this  Agreement  by
     representatives of Promota. The parties agree that should BFP terminate the
     Agreement under this paragraph, the Earnest Money Deposit shall be returned
     to  BFP, without interest, within 10 days of BFP's notice of termination to
     Promota's  representative.

<PAGE>

C.   ADDITIONAL  CASH  DEPOSIT.   At the  expiration of the Due Diligence Period
     -------------------------
     above,  BFP  shall  be  obligated  to  either:

     1.   Terminate  this  Agreement  as  per  Paragraph  B.  above,  or;
     2.   Deposit  an  additional  Twenty  Thousand  and  no/100  ($20,000.00)
          Dollars  with Promota's attorney, to be held in escrow for the benefit
          of  Promota.  This  Additional  Cash  Deposit,  when combined with the
          Earnest Money Deposit, shall represent a total of Twenty-Five thousand
          and  no/100  dollars ($25,000.00), all of which shall be nonrefundable
          to  BFP  and shall be retained by Promota as liquidated damages should
          BFP  breach  this  Agreement and fail to close under the terms herein.
          BFP  shall be entitled to an extension of the feasibility period for a
          period  of  ten  (10)  business  days  with the deposit with Promota's
          representative  of  an  additional five thousand ($5,000) Dollars (the
          "Extension  Payment"), which amount shall be part of the Earnest Money
          Deposit and subject to the same terms thereof. If an Extension Payment
          is  made,  the  remainder  of  the  Earnest  Money  Deposit to be made
          pursuant  to  this  Paragraph  C2 shall be reduced to fifteen thousand
          ($15,000)  Dollars,  for  a total Earnest Money Deposit of Twenty-Five
          Thousand  ($25,000)  Dollars.

D.   Simultaneous  with  BFP's  nonrefundable  deposit, Promota shall deliver to
     BFP's  counsel,  to  be  held  in  escrow  for  the  benefit  of BFP, stock
     certificates,  duly executed for transferal, representing 100% of Promota's
     shares in ITS, that being twenty million, four hundred seventy six thousand
     (20,476,000)  shares  of  capital  stock  of  ITS.

E.   ADDITIONAL  TERMS.
     ------------------

     1.   Board Assignments.  Simultaneous  with  the  execution  of  this
          -----------------
          Agreement  by  Promota,  a  majority of the Board of Directors of ITS,
          shall name Carey Birmingham as President, Chief Executive and Director
          of ITS for a period to be determined by this agreement. The resolution
          authorizing Mr. Birmingham's appointment is attached hereto as Exhibit
          A.

     2.   Resignations.  If  Closing  does  not  occur  as  contemplated herein,
          ------------
          or  this  Agreement  is  terminated by the parties for any reason, Mr.
          Birmingham  shall immediately tender his resignation as President in a
          form  of  resignation  attached hereto as Exhibit B. In the event that
          Closing  does  not  occur  as  contemplated  herein and Mr. Birmingham
          remains  a  director  of  ITS,  the  Board of Directors of ITS will be
          increased  to four (4) persons and a tiebreaker person should be named
          to  cast  a  vote  in  time  of  deadlock  of  the Board of Directors.

F.   CLOSING.  Unless  extended  by  mutual  agreement,  the  Closing  of  the
     -------
     transaction contemplated hereby shall be held no later than March 30, 2006,
     at  5:00  p.m.  Eastern Standard Time, simultaneously and electronically at
     the law offices of Buyer's and Seller's counsel, or at such other place, or
     on  such  other  date  as  shall  mutually  be  agreed to in writing by the
     Parties.  The  date  on  which  the  Closing  occurs  is herein referred to
     variously  as the "Closing Date" and the "Closing." At such time and place,
     BFP,  or  its assigns, shall deliver to Promota, by cashier's check or wire
     transfer  all made payable to Kirshenbaum & Kirshenbaum, PLLC, as attorneys
     for  Promota  International,  Inc.,  the  balance  of a Cash Payment of one
     hundred  ninety two thousand five hundred and no/100 dollars ($192,500.00).
     In  addition,  BFP shall direct Promota's counsel to deliver the balance of
     the  Good  Faith  Deposit  and  Additional  Cash  Deposit  to  Promota.

<PAGE>

G.   REPRESENTATIONS  AND  WARRANTIES  OF PROMOTA. Promota hereby represents and
     --------------------------------------------
     warrants  to  BFP  as  follows:

     1.   Good and  Marketable  Title.  Promota  has  good and marketable title,
          ---------------------------
          as well as all rights and interest in the 20,476,000 shares it intends
          to deliver to BFP and such shares have not in any form or fashion been
          pledged,  collateralized,  hypothecated  or  otherwise  secured.

     2.   Organization,  Qualification.  Promota  is  or  will  become  a
          ----------------------------
          corporation  duly  organized,  validly  existing  and in good standing
          under  the  laws of the State of Delaware, and is duly qualified to do
          business  as a foreign corporation in each other jurisdiction in which
          the  failure to so qualify would have a material adverse effect on its
          business  as  presently  conducted  and  as  proposed to be conducted.

     3.   Capitalization.  As  of  the  Closing  Date, Promota, by virtue of its
          --------------
          controlling  interest  in  ITS,  represents  and warrants to BFP that:

          (a)  ITS' stock  consists  of  50,000,000  shares  of Common Stock, of
               which  no  more  than  22,357,000  shares  has  been  issued  and
               outstanding,  or  will  be  issued  on  the  date  of  Closing;
          (b)  Promota  has  not  modified  the  capitalization  of  ITS;
          (c)  All such  outstanding  shares  of  ITS  capital  stock  have been
               duly authorized, validly issued, fully paid and nonassessable and
               are  not subject to any preemptive rights created by statute, the
               Articles  of  Incorporation  or Bylaws of ITS or any agreement to
               which  ITS  or  Promota  is  a  party or by which they are bound.

     4.   Authority  Relative  to  this  Agreement.  Promota  by  its authorized
          ----------------------------------------
          signatory hereto has the full right, power and authority to enter into
          this  Agreement  and  to  perform  its  obligations  hereunder.  This
          Agreement has been duly authorized, executed and delivered by Promota,
          and  constitutes  a  valid  and  legally binding obligation of ITS. No
          other  actions or proceedings on the part of ITS are necessary for ITS
          to  authorize  this  Agreement,  or  to  consummate  the  transactions
          contemplated  herein.

     5.   Litigation  .Except  as  set  forth  on  Exhibit  C, neither  ITS  nor
          ----------
          Promota  is  engaged  in,  nor  has been threatened with, any material
          litigation (which for this purpose shall mean a potential liability in
          excess  of  $5,000 or potential liabilities in the aggregate in excess
          of  $5,000),  arbitration,  investigation  or  other  legal proceeding
          relating  to ITS or its business as it is now conducted, its property,
          or  any  action  or  proceeding  wherein an existing judgment or order
          against  ITS  would  restrict,  lien,  or  eliminate  their ability to
          currently and immediately transfer the Shares as detailed herein, nor,
          to  the  knowledge  of  ITS,  is  there  any  valid basis for any such
          proceeding.

     6.   Indemnification.    Promota    shall,   with   respect   to   the
          ---------------
          representations,  warranties,  covenants  and  agreements  made  by it
          hereby, indemnify, defend and hold Buyer harmless from and against all
          liability,  loss  or  damage (including any diminution in the value of
          the  Shares),  together with all reasonable costs and expenses related
          thereto  (including  legal  and accounting fees and expenses), arising
          from  the  untruth,  inaccuracy or breach of any such representations,
          warranties,  covenants  or  agreements of Promota or, by virtue of its

<PAGE>

          controlling  interest  in  ITS  contained  in  this  Agreement  or the
          assertion  of  any  claims  relating to the foregoing. A reasonability
          test  shall  be  applied  to  the  Paragraph. This paragraph shall not
          survive  the  Closing  anticipated  herein.

     7.   Compliance  with  Contracts.  Promota  has  performed,  and caused ITS
          ---------------------------
          to perform, all material obligations required to be performed by it as
          of  the  date  of  this  Agreement  under  each  material  contract,
          obligation,  commitment,  agreement, undertaking, arrangement or lease
          referred  to in this Agreement, and are not in default hereunder. This
          Agreement and the actions contemplated thereby will not conflict with,
          or  result  in  a breach of the terms, conditions or provisions of any
          such  material  agreement or cause any acceleration of maturity of any
          such  material  agreements.

     8.   Compliance  with  Laws.  Promota  has  substantially  complied,  and
          ----------------------
          caused  ITS  to comply, with all laws, regulations, judgments, decrees
          or  orders of any court or governmental agency or entity applicable in
          any  material  respect  to  the  conduct  of  its  business.

     9.   Permits,  Authorizations,  Consents  and  Approvals;  No  Violations.
          ---------------------------------------------------------------------
          To  the  best  of its knowledge, neither the execution and delivery of
          this  Agreement  by Promota nor the consummation by Promota and ITS of
          the transactions contemplated by this Agreement will (i) conflict with
          or  result  in  any  breach  of  any  provision  of  the  Articles  of
          Incorporation  or  Bylaws  of ITS, (ii) result in a material breach or
          default  (or  give  rise  to any right of termination, cancellation or
          acceleration)  under any of the terms, conditions or provisions of any
          note,  bond,  mortgage,  indenture,  license agreement, lease or other
          material contract, instrument or obligation to which ITS is a party or
          by  which  ITS  or any of its assets may be bound, (iii) or violate in
          any  material  respect  any  statute,  rule,  regulation, order, writ,
          injunction  or  decree applicable to ITS or any of its assets, or (iv)
          result  in  the  creation  of  any  material  (individually  or in the
          aggregate)  liens,  charges  or  encumbrances  on  any of the material
          assets  of  ITS.

     10.  Undisclosed  Liabilities.  By  virtue  of  its controlling interest in
          ------------------------
          ITS,  Promota  represents  and  warrants  that  ITS  does not have any
          material  liabilities,  whether  absolute,  accrued,  contingent  or
          otherwise,  and  whether  due  or  to  become  due,  except  for those
          liabilities  which  (a)  are  accrued  or  fully  reserved against its
          balance sheet of the ITS Financials or (b) are of a normally recurring
          nature  and  were  incurred  after  December  31, 2002 in the ordinary
          course  of business consistent with past practice. Exhibit D lists all
          liabilities  of  ITS  incurred after September 30, 2003 which are of a
          type required to be disclosed or reflected in financial statements and
          which  either  (i)  are not in the ordinary course of business to (ii)
          exceed  with  respect  to  any  single transaction or single series of
          transactions.  Pursuant  to  this paragraph a material liability shall
          mean  a  liability  exceeding  five  thousand  ($5,000)  Dollars.

     11.  Ordinary  Course.  By  virtue  of  its  controlling  interest  in ITS,
          ----------------
          Promota represents and warrants that since September 30, 2003, ITS has
          conducted  its  business  only  in the ordinary course and in a normal
          manner  consistent  with  past  practice.

     12.  Dividend  payments;  Expenditures.  By  virtue  of  its  controlling
          ---------------------------------
          interest in ITS, Promota represents and warrants that ITS has not made
          any  dividend payments or any other distribution on or with respect to
          its  capital  stock,  nor  has  it  made any expenditures in excess of
          $10,000.00,  other  than  for  payroll,  legal fees and consulting and
          related  charges.

H.   REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.  Buyer  hereby  represents and
     -------------------------------------------
     warrants  to  Promota:

<PAGE>

     1.   Organization.  BFP  Texas,  Ltd.  (a)  is  a  limited  partnership (i)
          ------------
          duly  organized,  validly existing and in good standing under the laws
          of the State of Texas, and (ii) duly qualified and in good standing as
          a foreign entity in each state in which it does business, except where
          the  failure  to so qualify would not have a materially adverse effect
          on  its business or assets, and (b) has the power and authority to own
          its  properties  and  to carry on its business as now being conducted.

     2.   Authority,  Binding  Agreement.  This  Agreement  has been approved by
          ------------------------------
          the  General Partner of BFP. No consents, authorizations or approvals,
          whether  of a governmental agency or instrumentality or otherwise, are
          necessary  in  order  to  enable  BFP  to  enter into and perform this
          Agreement.  This  Agreement  constitutes  legal,  valid  and  binding
          obligations  of  BFP and is enforceable against BFP in accordance with
          its  terms.

     3.   Litigation.   There   is   no   suit,   action  or  other  legal  or
          ----------
          administrative  proceeding  pending  or threatened against BFP, and to
          its  knowledge, no circumstances exist or have occurred which may lead
          to  any  suit,  action,  proceeding  or  investigation  which  could
          materially  and  adversely  affect  its  business, assets or financial
          condition. BFP has received no notice from any federal, state or local
          governmental  agency  asserting  any  violation  by  BFP  of  any law,
          ordinance  or  regulation.

I.   CONDITIONS  PRECEDENT  TO CLOSING. The obligations of the Parties hereunder
     ---------------------------------
     are subject to the satisfaction at by the Closing of each of the conditions
     set  forth  below.  Any of such conditions may be waived by the other party
     but  only  in  writing.

     1.   Promota  to  Deliver  Documents.  As  a  specific  condition precedent
          -------------------------------
          to  Closing,  Promota  will  provide  or, by virtue of its controlling
          interest  in  ITS  cause  ITS  to  provide,  any  and  all  relevant
          documentation  that  Buyer  might  reasonably  request to evidence the
          representations  and  warranties  described  in  this  Agreement  and
          complete a thorough financial picture of ITS. Such documentation shall
          include, but not be limited to, all documents, corporate and financial
          records  of  ITS that Buyer deems necessary or appropriate to evaluate
          the  business,  operations and assets of ITS and which may be required
          for Buyer to complete audited and reviewed financial statements of ITS
          to  its  current,  most  recent  fiscal  quarter.

     2.   Compliance  with  Terms.  On  the  Closing  Date,  all  the  terms,
          -----------------------
          conditions  and  covenants  of  this Agreement to be complied with and
          performed  by the respective Parties shall have been complied with and
          performed  in  all  material  respects.

     3.   No Material  Change.  There  shall  be  no  material  changes  to  the
          -------------------
          Representations  and  Warranties  of  Para. E herein, nor shall be any
          material  change  in  the  business,  assets, liabilities or financial
          condition  of  ITS.

     4.   Completion.  Completion  of  the  Closing  of  this  transaction,  as
          ----------  contemplated  by  this  Agreement, shall be subject to the
          final  completion  of  due  diligence  by BFP Texas, Ltd., in order to
          ensure  that  ITS  is  in  current,  regulatory  compliance  with  the

<PAGE>

          securities  laws  of  United States Securities and Exchange Commission
          (SEC)  and  that  ITS  shall  have  the  ability  to  comply  with the
          regulations  of  the National Association of Securities Dealers (NASD)
          for possible listing on the OTC-BB or such other Exchange that BFP may
          choose.

J.   DOCUMENTS  TO  BE  DELIVERED  AT  CLOSING.
     ------------------------------------------

     1.   Deliverables  of  Promota.  At  the  Closing,  Promota shall cause ITS
          -------------------------
          shall deliver to Promota the following documents in form and substance
          satisfactory  to  BFP's  counsel:

          (a)  a copy  of  all  resolutions  of  the  Board  of Directors and of
               the Shareholders of Promota authorizing the sale of its shares of
               ITS  stock  to  be sold pursuant to this Agreement as well as all
               resolutions  authorizing  the execution, delivery and performance
               of  this  Agreement,  attached  hereto  and made a part hereof as
               Exhibit  E  and  Exhibit  F.
          (b)  any additional  documents,  resolutions  or  minutes  BFP  may
               reasonably  request.

K.   INDEMNIFICATION.
     ----------------

     1.   Obligation  of  the  Board  of  Directors  and Shareholders of Promota
          ----------------------------------------------------------------------
          to  Indemnify.  The Board of Directors and shareholders of Promota, as
          -------------
          of the date of this Agreement, jointly and severally, shall indemnify,
          defend  and  hold  harmless  BFP,  its  partners  and their respective
          assigns  from  and  against  any  and all liabilities, losses, claims,
          damages, costs and expenses (including without limitation, court costs
          and  reasonable  attorneys'  fees)  suffered,  sustained,  incurred or
          required  to  be  paid  by  any  of  BFP  and its partners, agents and
          respective  assigns  arising  out  of  or  in respect to any breach or
          inaccuracy  or  any  representation  or  warranty,  or  any failure to
          perform  or  comply  with any covenant or agreement of Promota or ITS,
          contained  in  or  made  pursuant  to  this  Agreement.

L.   MISCELLANEOUS.
     --------------

     1.   Closing  Costs.  Except  as  otherwise  specifically  provided herein,
          --------------
          BFP  shall  be  obligated  to  pay  the  Closing costs, transfer costs
          applicable to this Agreement and the transfer of the Shares hereunder,
          and  its  own  counsel  and  all  other  legal  fees and costs related
          thereto.  Both  Promota  and ITS each hold the other harmless from any
          obligation  for  the  payment  of  any finder's fees or commissions in
          connection  with  the transactions contemplated by this Agreement as a
          result  of  any  action  of  the  indemnifying  party.

     2.   Costs of  Bringing  Accounting  and  Filings  Current.  It  is
          -----------------------------------------------------
          specifically  agreed by the parties that BFP, or its assigns, will pay
          for  all  expenses  associated  with  bringing ITS' accounting records
          current  to  comply  with  necessary regulations required to, in turn,
          complete  and  bring  current  all  necessary  filings at the SEC. BFP
          specifically  agrees  that  all  costs  associated  with  bring  the
          accounting  and  SEC SB filings current shall be its expense. However,
          in the event ITS or Promota willfully or maliciously delays, or causes
          ITS  to  delay,  the  delivery of any documentation which will further
          cause  a delay in that effort, BFP may terminate this Agreement. It is
          expressly  agreed,  however,  that  Promota's  providing  requested
          documents  in  a  timely  manner  shall, in and of itself, demonstrate
          cooperation  on  Promota's  part and, the sufficiency of the documents
          cannot  constitute  being  uncooperative.  In  the event BFP elects to

<PAGE>

          terminate  this  Agreement,  BFP  shall  be  entitled  to  recoup  its
          evidenced  expenses, including deposits described n this Agreement and
          accrued  expenses,  from ITS in the form of a Note, attached hereto as
          Exhibit  G.  Such  note shall be convertible at the option of BFP into
          shares  of ITS at a price of $.0015 per share. In addition to the Note
          described  in  this  Paragraph, the parties hereby agree that Carey G.
          Birmingham  shall  remain  as a member of the Board of Directors until
          such  time  a  the  Note  is  redeemed  in  either  cash  or  stock.

     3.   Post Closing  Cooperation  by  Promota.  The  parties  hereto
          --------------------------------------
          acknowledge  the intent of BFP to complete the filings required by the
          SEC and NASD as described in Para. G.4. Promota specifically agrees to
          cooperate fully, recognizing that time may be of the essence, with any
          reasonable  requests  by  BFP  for post closing documents which may be
          required  by  any  governing  body,  as  those  requirements relate to
          Promota's ownership of shares during the period from 2003 too Closing.

     4.   Invalidity,  Modification  and  Waiver.  If  any  provision  of  this
          --------------------------------------
          Agreement  shall  be  held  to  be  invalid  or  void,  the  remaining
          provisions  shall  nevertheless remain in effect. No provision of this
          Agreement  may  be  modified and the performance or observance thereof
          may  not be waived except by written agreement of the parties affected
          thereby. No waiver of any violation or nonperformance of any provision
          of  this  Agreement  shall  be deemed to be a waiver of any subsequent
          violation or nonperformance of the same or any other provision of this
          Agreement.

     5.   Complete  Agreement.  This  Agreement  constitutes  the  complete  and
          -------------------
          exclusive statement of the agreement among the parties with respect to
          the  subject  matter  thereof it supersedes all prior written and oral
          statements,  including any prior representation, statement, condition,
          or  warranty.

     6.   Applicable  Law,  Jurisdiction  and  Venue.  All  questions concerning
          ------------------------------------------
          the  construction,  validity, and interpretation of this Agreement and
          the  performance of the obligations imposed by this Agreement shall be
          governed  by  the internal law, not the law of conflicts, of the State
          of  Texas. The parties hereto agree that any dispute or matter arising
          under  this Agreement shall be resolved first by attempts at mediation
          and  arbitration  and  only  thereafter  those  attempts  having  been
          exhausted,  any  suit  may only be brought in a United States District
          Court  located  in  the State of Texas or any Texas State Court having
          jurisdiction  over  the  subject  matter of the dispute or matter. All
          parties hereby consent to the exercise of personal jurisdiction by any
          such  court  with  respect  to  any  such  proceeding.

     7.   Article  and  Section  Titles.  The  headings herein are inserted as a
          -----------------------------
          matter  of  convenience only and do not define, limit, or describe the
          scope  of  this  Agreement  or  the  intent  of the provisions hereof.

     8.   Binding  Provisions.  This  Agreement  is  binding  upon and inures to
          -------------------
          the  benefit  of,  the  parties  hereto  and  there  respective heirs,
          executors,  administrators,  personal  and  legal  representatives,
          successors,  and  permitted  assigns.

     9.   Terms.  Common  nouns  and  pronouns  shall  be deemed to refer to the
          -----
          masculine,  feminine, neuter, singular, and plural, as the identity of
          the  Person  may  in  the  context  require.

<PAGE>

     10.  Separability  of  Provisions.  Each  Provision  of  this  Agreement
          ----------------------------
          shall  be  considered separable; and if, for any reason, any provision
          or  provisions herein are determined to be invalid and contrary to any
          existing or future law, such invalidity shall not impair the operation
          of  or  affect  those  portions  of  this  Agreement, which are valid.

     11.  Counterparts.  This  Agreement  may  be  executed  simultaneously  in
          ------------
          two  or  more counterparts, each of which shall be deemed an original,
          and  all  of  which,  when taken together, constitute one and the same
          document.  The parties may complete the Closing contemplated herein in
          separate locations, and at differing times. The signature of any party
          to any counterpart shall be deemed a signature to, and may be appended
          to, any other counterpart. Facsimile signatures shall be acceptable in
          order  to  execute  this  Agreement.

     12.  Abandonment.  If  this  Agreement shall  fail to close as provided for
          -----------
          in Para. D as a result of a failure of any of the Conditions Precedent
          set  forth  in  Para. G, all further obligations of the parties hereto
          under  this  Agreement  shall terminate without further liability, and
          each  party  shall  bear  its  own  costs incident to the negotiation,
          preparation  and anticipated Closing of this Agreement. In such event,
          each  party  shall  return  any  data, material or assets of the other
          party  received  by  it  in  contemplation  of  the  Closing.

     13.  Representation  By  Counsel.  BFP  represents  herein that it has been
          ---------------------------
          fully  and  adequately  represented  by  counsel  in this transaction,
          having  received the advice and counsel from the Office of David Loev,
          Attorney  at  Law,  2777 Allen Parkway, Suite 1000, Houston, TX 77019.
          Promota  represents  herein  that  it  has  been  fully and adequately
          represented  by  counsel  in  this  transaction,  having received that
          advice and counsel of the law firm of Kirshenbaum & Kirshenbaum, PLLC,
          5115  Oak  Shadow  Court,  Dallas,  TX  75287.

IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be duly
executed  by  their  respective  authorized  representative as of the date first
written  above.

     SELLER
     ------
     PROMOTA  INTERNATIONAL,  INC.


     By: /s/ Warren Kirshenbaum
     Name: Warren Kirshenbaum
     Title: Attorney - In - Fact

     BUYER
     -----
     BFP  TEXAS,  LTD.

     By: /s/ Carey G. Birmingham
     Name: Carey G. Birmingham
     Title: Managing General Partner

     COMPANY
     -------
     INTERNATIONAL  TEST  SYSTEMS,  INC.


     By: /s/ Warren Kirshenbaum
     Name: Warren Kirshenbaum
     Title: Director

<PAGE>

                                    EXHIBIT A
                                    ---------
   TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
                               TEST SYSTEMS, INC.



                                   RESOLUTION
                       RESOLUTION OF BOARD OF DIRECTORS OF
                        INTERNATIONAL TEST SYSTEMS, INC.
                              _______________, 2005

   RESOLUTION APPROVING THE APPOINTMENT OF CAREY G. BIRMINGHAM AS PRESIDENT AND
                                    DIRECTOR

     RESOLVED,  that the Board of Directors hereby appoints Carey G. Birmingham,
whose  address  is  20022 Creek Farm, San Antonio, TX 78259, as President, Chief
Executive Officer and Director for a term to be determined by the Board, but not
fewer  than  six  (6)  months,  with  all  the  authority  appurtenant  thereto.


Acknowledged  and  Agreed:
INTERNATIONAL TEST SYSTEMS, INC.


Mike  Dramytinos,  Chairman  and  Director



                          ,  Director
-------------------------










<PAGE>

                                    EXHIBIT B
                                    ---------
   TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
                               TEST SYSTEMS, INC.


                               CAREY G. BIRMINGHAM
                                20022 CREEK FARM
                              SAN ANTONIO, TX 78259
                                  210-481-5177





                  July 18, 2006
-----------------

To The Board of Directors, International Test Systems, Inc.:

I hereby submit my resignation, effective immediately, as President, CEO of
International Test Systems, Inc., pursuant to the terms of the terms of the
Stock Purchase Agreements between BFP Texas, Ltd. And Promota International,
Inc. dated                     , 2005.
          ---------------------

Sincerely,


Carey G. Birmingham

<PAGE>

                                    EXHIBIT C
                                    ---------
   TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
                               TEST SYSTEMS, INC.


The  following  is a complete and current list of any material litigation (which
for  this  purpose  shall  mean  a  potential  liability  in excess of $5,000 or
potential  liabilities  in  the  aggregate  in  excess  of $5,000), arbitration,
investigation  or other legal proceeding relating to International Test Systems,
Inc.:




























<PAGE>

                                    EXHIBIT D
                                    ---------
   TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
                               TEST SYSTEMS, INC.


The  following  is a complete and current list of any and all liabilities of ITS
incurred  after  September  30,  2003:

































<PAGE>

                                    EXHIBIT E
                                    ---------
   TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
                               TEST SYSTEMS, INC.


Board  resolution  authorizing  the  transfer  of  shares.
































<PAGE>

                                    EXHIBIT F
                                    ---------
   TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
                               TEST SYSTEMS, INC.


Board  resolution  authorizing  the  transfer  of  shares.






































<PAGE>

                                    EXHIBIT G
                                    ---------
   TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
                               TEST SYSTEMS, INC.

                                PROMISSORY NOTE

DATE:   __________,  2005
MAKER:  International  Test  Systems,  Inc.
PAYEE:   BFP  Texas,  Ltd.
PLACE  FOR  PAYMENT:   20022  Creek  Farm,  San  Antonio,  Texas  78259
PRINCIPAL  AMOUNT:     ________________________  and  No/100  Dollars ($__00.00)
ANNUAL  INTEREST  RATE  ON  UNPAID  PRINCIPAL  FROM DATE: Twelve percent (12%)
ANNUAL  INTEREST  RATE  ON  MATURED,  UNPAID  AMOUNTS:    Eighteen percent (18%)
TERMS  OF  PAYMENT  (PRINCIPAL  AND  INTEREST):  _________________

     Interest,  if  any,  on  any unpaid principal shall be due on the fifteenth
(15th)  of each month.   All unpaid principal and interest is due and payable on
_____________,  2006.

     The  unpaid  principal  balance, including any unpaid and accrued interest,
shall  at  no  time  exceed  the  sum  of  __________________ and No/100 Dollars
($___00.00).  The unpaid principal balance of this note at any time shall be the
total amounts loaned or advanced hereunder by Payee, less the amount of payments
or  prepayments  of principal made hereon by or for the account of Maker.  It is
contemplated  that  by  reason of prepayments hereon, there may be times when no
indebtedness  is  due hereunder; but notwithstanding such occurrences, this note
shall remain valid and shall be in full force and effect as to loans or advances
made  pursuant  to  and  under  the  terms  of this note subsequent to each such
occurrence.

     Advances  hereunder shall be made by Payee upon the oral or written request
of  the undersigned officer of Maker or any other officer of Maker authorized to
make  such  a  request.

     Maker  promises  to  pay to the order of Payee at the place for payment and
according  to  the  terms  of  payment the principal amount plus interest at the
rates  stated  above.  All  unpaid  amounts  shall  be  due  by _______________.

     On  default  in  the  payment  of  this  note  or in the performance of any
obligation  in  any  instrument  securing  or collateral to it this note and all
obligations  in  all  instruments  securing  or  collateral  to  it shall become
immediately  due at the election of Payee.  Maker and each surety, endorser, and
guarantor  waive all demands for payment, presentations for payment, and notices
of  intention  to  accelerate  maturity,  protests,  and  notices  of  protest.

     If  this note or any instrument securing or collateral to it is given to an
attorney  for  collection,  or  if  suit  is brought for collection, or if it is
collected  through probate, bankruptcy, or other judicial proceeding, then Maker
shall  pay  Payee  all costs of collection, including reasonable attorney's fees
and  court  costs,  in  addition  to  other  amounts  due.

     Interest  on  the  debt evidenced by this note shall not exceed the maximum
amount  of  nonusurious  interest  that  may be contracted for, taken, reserved,
charged,  or  received  under law; any interest in excess of that maximum amount
shall  be  credited  on  the  principal  of  the debt or, if that has been paid,
refunded.  On  any  acceleration  or  required or permitted prepayment, any such
excess  shall be canceled automatically as of the acceleration or prepayment or,
if  already  paid, credited on the principal of the debt or, if the principal of
the  debt has been paid, refunded.  This provision overrides other provisions in
this  and  all  other  instruments  concerning  the  debt.

     The  terms  Maker and Payee and other nouns and pronouns include the plural
if  more  than  one.  The  terms  Maker  and Payee also include their respective
successors,  representatives,  and  assigns.

        MAKER:  INTERNATIONAL  TEST  SYSTEMS,  INC.
        BY:
           ----------------------------------------
        MIKE  DRAMYTINOS  CHAIRMAN  OF  THE  BOARD

<PAGE>