Exhibit
      10.1 Agreement and Plan of Merger

    


    AGREEMENT
      AND PLAN OF MERGER

    


    THIS
      AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 12, 2008, is
      made and entered into by and between ISDERA
      NORTH AMERICA, INC.,
      a New
      York corporation (“Isdera-New York”) and ISDERA
      NORTH AMERICA, INC.,
      a
      Nevada corporation and a wholly owned subsidiary of Isdera-New York
      (“Isdera-Nevada”). 

     

    RECITALS

     

    WHEREAS,
      Isdera-Nevada was formed in the State of Nevada on April 23, 2008 as a
      wholly-owned subsidiary of Isdera-New York; and

     

     

    WHEREAS,
      the board of directors of each of the Isdera-New York and Isdera-Nevada deems
      it
      advisable and in the best interests of the Isdera-New York and Isdera-Nevada,
      respectively, upon the terms and subject to the conditions herein stated, that
      the Isdera-New York be merged with and into Isdera-Nevada and that Isdera-Nevada
      be the surviving corporation (the “Merger”);
      and

     

     

    WHEREAS,
      Isdera-New York will submit this Agreement for approval by written consent
      of
      the holders of shares of common stock, $0.01 par value, of Isdera-New York
      and
      Isdera-Nevada (the “Common
      Stock”).

     

    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants herein
      contained and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto agree that Isdera-New
      York
      shall be merged with and into Isdera-Nevada on the terms and conditions
      hereinafter set forth. 

    


    ARTICLE
      I 

    MERGER

    


    1. Effective
      on the time the Articles of Merger are accepted for filing in New York and
      the
      Certificate of Merger is accepted for filing in Nevada (the “Effective Time”),
      Isdera-New York shall be merged with and into Isdera-Nevada in accordance with
      the Nevada Revised Statutes (“NRS”) and the New York Business Corporation Law
      (“NYBCL”), and the separate existence of Isdera-New York shall cease and
      Isdera-Nevada (hereinafter sometimes referred to as the “Surviving Corporation”)
      shall continue to exist under the name of Isdera North America, Inc. by virtue
      of, and shall be governed by, the laws of the State of Nevada.
 

     

    ARTICLE
      II 

    CERTIFICATE
      OF INCORPORATION 

    OF
      THE SURVIVING CORPORATION

    


    2. The
      Certificate of Incorporation of the Surviving Corporation shall be the
      Certificate of Incorporation of Isdera-New York (as amended), as in effect
      immediately prior to the Effective Time, unless and until thereafter amended
      as
      provided by applicable law. 

     

    
      
         

      

      
        
          1

        

        
          

        

      

      
         

      

    

    ARTICLE
      III 

    BYLAWS
      OF THE SURVIVING CORPORATION

    


    3. The
      Bylaws (as amended) of Isdera-New York shall be the Bylaws of the Surviving
      Corporation as in effect immediately prior to the Effective Time. 

    


    ARTICLE
      IV

    EFFECT
      OF MERGER ON STOCK

    OF
      CONSTITUENT CORPORATIONS

    


    4.1
       At
      the
      Effective Time, each authorized share of common stock of Isdera-New York,
      consisting of 500,000,000 shares of Common Stock, par value $0.001 per share
      (the “New York Common Stock”), of which 4,284,400 shares are, as of the date
      hereof, issued and outstanding, shall be converted into one (1) share of common
      stock, par value $0.001 per share, of the Surviving Corporation (the “Nevada
      Common Stock”). 

    


    4.2
       At
      and
      after the Effective Time, each share of New York Common Stock shall be cancelled
      and retired and, by virtue of the Merger and without further action, shall
      cease
      to exist. 

    


    4.3
       At
      and
      after the Effective Time, all documentation which prior to that time evidenced
      and represented New York Common Stock shall be deemed for all purposes to
      evidence ownership of and to represent those shares of Nevada Common Stock
      into
      which the New York Common Stock represented by such documentation has been
      converted as herein provided and shall be so registered on the books and records
      of Isdera-Nevada. Each certificate representing common stock of the Surviving
      Corporation so issued in the Merger shall bear the same legends, if any, with
      respect to the restrictions on transferability as the certificates of Isdera-New
      York so converted and given in exchange therefor, unless otherwise determined
      by
      the Board of Directors of the Surviving Corporation in compliance with
      applicable laws.

    


      4.4 If
      any
      certificate for shares of Nevada Common Stock is to be issued in a name other
      than that in which the certificate surrendered in exchange therefor is
      registered, it shall be a condition of issuance thereof that the certificate
      so
      surrendered shall be properly endorsed and otherwise in proper form for
      transfer, that such transfer otherwise be proper and that the person requesting
      such transfer pay to the Company or its transfer agent any transfer or other
      taxes payable by reason of issuance of such new certificate in a name other
      than
      that of the registered holder of the certificate surrendered or establish to
      the
      satisfaction of Isdera-Nevada that such tax has been paid or is not
      payable.

     

    ARTICLE
      V 

    CORPORATE
      EXISTENCE, POWERS AND

    LIABILITIES
      OF SURVIVING CORPORATION

    


    5.1
       On
      the
      Effective Time, the separate existence of Isdera-New York shall cease and
      Isdera-New York shall be merged with and into Isdera-Nevada in accordance with
      the provisions of this Agreement. Thereafter, the Surviving Corporation shall
      possess all of the rights, privileges, powers and franchises as well of a public
      as of a private nature, and shall be subject to all the restrictions,
      disabilities and duties of Isdera-New York; and all rights, privileges, powers
      and franchises of Isdera-New York, and all property, real, personal and mixed,
      and all debts due to each of them on whatever account, as well as stock
      subscriptions and all other things in action or belonging to Isdera-New York,
      shall be vested in the Surviving Corporation; and all property, rights,
      privileges, powers and franchises, and all and every other interest shall be
      thereafter effectually the property of the Surviving Corporation as they were
      of
      Isdera-New York, and the title to any real estate, whether by deed or otherwise,
      vested in Isdera-New York shall not revert or be in any way impaired by reason
      of the Merger; but all rights of creditors and all liens upon any property
      of
      Isdera-New York shall be preserved unimpaired, and all debts, liabilities and
      duties shall thenceforth attach to the Surviving Corporation and may be enforced
      against it to the same extent as if said debts, liabilities and duties had
      been
      incurred or contracted by it. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    ARTICLE
      VI 

    OFFICERS
      AND DIRECTORS 

    OF
      SURVIVING CORPORATION

    


    6. At
      the
      Effective Time, the officers and directors of Isdera-New York shall become
      the
      officers and directors of the Surviving Corporation, and such persons shall
      hold
      office in accordance with the Bylaws of the Surviving Corporation or until
      their
      respective successors shall have been appointed or elected and qualified.


    


    ARTICLE
      VII 

    APPROVAL
      BY STOCKHOLDERS;

    AMENDMENT;
      EFFECTIVE TIME

     

    7.1
       This
      Agreement and the Merger contemplated hereby are subject to approval by the
      requisite vote of the stockholders of Isdera-New York in accordance with New
      York law. As promptly as practicable after approval of this Agreement by such
      stockholders in accordance with applicable law, duly authorized officers of
      Isdera-Nevada and Isdera-New York shall make and execute a Certificate of Merger
      and Articles of Merger or other applicable certificates or documentation
      effecting this Agreement and shall cause such document or documents to be filed
      with the Secretaries of State of the States of Nevada and New York,
      respectively, in accordance with the applicable Nevada and New York law.


     

    7.2
       The
      respective Boards of Directors of Isdera-Nevada and Isdera-New York may amend
      this Agreement at any time prior to the Effective Time. 

    


    ARTICLE
      VIII 

    PAYMENT
      OF FEES AND FRANCHISE TAXES

    


    8. The
      Surviving Corporation shall be responsible for the payment of all fees and
      franchise taxes of Isdera-New York relating to or required to be paid in
      connection with the Merger. 

    


    ARTICLE
      IX 

    TERMINATION
      OF MERGER

    


    9. This
      Agreement may be terminated and the Merger abandoned at any time prior to the
      Effective Time, whether before or after stockholder approval of this Agreement,
      by the consent of the Board of Directors of Isdera-Nevada and the Board of
      Directors of Isdera-New York. 

     

    ARTICLE
      X

     

     

    MISCELLANEOUS
      AND GENERAL

     

     

    10.1
      The
      Merger is intended to be a tax-free plan or reorganization within the meaning
      of
      Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
      amended.

    
      
         

      

      
        
          3

        

        
          

        

      

      
         

      

    

     

    10.2 This
      Agreement constitutes the entire agreement and supersedes all other prior
      agreements, understandings, representations and warranties, both written and
      oral, among the parties, with respect to the subject matter hereof.

     

     

    10.3 The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.  If any provision of this
      Agreement, or the application thereof to any person or any circumstance, is
      determined by any court or other authority of competent jurisdiction to be
      invalid or unenforceable, (a) a suitable and equitable provision shall be
      substituted therefor in order to carry out, so far as may be valid and
      enforceable, the intent and purpose of such invalid or unenforceable provision
      and (b) the remainder of this Agreement and the application of such
      provision to other persons or circumstances shall not be affected by such
      invalidity or unenforceability, nor shall such invalidity or unenforceability
      affect the validity or enforceability of such provision, or the application
      thereof, in any other jurisdiction.

     

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers, all as of the day and year first above written.
      

     

    
      	
               

            	
               

            	
               

            
	
               

            	
              ISDERA
                NORTH AMERICA, INC.,

              a
                New York corporation

            
	
               

               

            	
               

               

            	
               

               

            
	 	
              By:  

            	 
	
               

            	
              
                
Name:
                Jing Jiang

            
	
               

            	
              Title:
                Chief Operating Officer and
                Secretary

            


    

     

    
      	
               

            	
               

            	
               

            
	
               

            	
              ISDERA
                NORTH AMERICA, INC.,

              a
                Nevada corporation

            
	
               

               

            	
               

               

            	
               

               

            
	 	
              By:  

            	 
	
               

            	
              
                
Name:
                Jing Jiang

            
	
               

            	
              Title:
                Chief Operating Officer and
                Treasurer