Exhibit 10.1



                            STOCK PURCHASE AGREEMENT

         STOCK  PURCHASE  AGREEMENT,   dated  as  of  February  21,  2006  (this
"Agreement"),   by  and  among  Lisa  R.  Powell   ("Seller");   HALTER  CAPITAL
CORPORATION,  a Texas  corporation  ("Purchaser");  and RUB A DUB SOAP,  INC., a
Colorado corporation ("Company").

                               W I T N E S S E T H

         WHEREAS,  Seller  desires  to sell to  Purchaser  a total of  2,800,000
shares of the Company's common stock, par value $0.001 (the "Common Stock") (the
"Shares"),  representing 74.6% of the Company's issued and outstanding shares of
the Common Stock of the Company,  on the terms and  conditions set forth in this
Stock Purchase Agreement ("Agreement"), and

         WHEREAS,  Purchaser  desires  to  buy  the  Shares  on  the  terms  and
conditions set forth herein, and

         WHEREAS the Company  joins in the  execution of this  Agreement for the
purpose  of  evidencing  its  consent  to  the  consummation  of  the  foregoing
transactions  and  for  the  purpose  of  making  certain   representations  and
warranties to and covenants and agreements with the Purchaser.

         NOW THEREFORE,  in consideration of the promises and respective  mutual
agreements herein  contained,  it is agreed by and between the parties hereto as
follows.

                                       1.
                         SALE AND PURCHASE OF THE SHARES

         (a) Sale of the Shares.  Subject to the terms and conditions herein set
forth,  on the basis of the  representations,  warranties and agreements  herein
contained,  at the Closing Seller agrees to sell,  assign,  transfer and deliver
the Shares to Purchaser,  and  Purchaser  agrees to purchase the Shares from the
Seller.

         (b) The  Closing.  The  purchase of the Shares  shall take place at the
office of the Purchaser in Denver, Colorado or such other place as Purchaser and
Seller may mutually agree within two business days after the satisfaction of all
conditions  set  forth in  Article  6, on or about  February  21,  2006,  herein
referred to as the "Closing Date".

         (c)  Instruments  of Conveyance  and Transfer.  At the Closing,  Seller
shall deliver certificates representing the Shares to Purchaser duly endorsed by
the Seller to the Purchaser,  with medallion signature  guaranteed,  in form and
substance satisfactory to Purchaser  ("Certificates"),  as shall be effective to
vest in Purchaser all right, title and interest in and to all of the Shares.



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         (d)  Consideration and Payment for the Shares. In consideration for the
Shares,   Purchaser   shall  pay  to  the  Seller  a  total  purchase  price  of
$12,505.00(the "Purchase Price").

                                       2.
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

         The Seller  represents,  warrants and undertakes to the Purchaser that,
except as set forth in the Disclosure Schedule:

         (a)  Transfer of Title.  Seller  shall  transfer  all right,  title and
interest  in and to the  Shares to the  Purchaser  free and clear of all  liens,
security interests, pledges, encumbrances,  charges,  restrictions,  demands and
claims,  of any  kind or  nature  whatsoever,  whether  direct  or  indirect  or
contingent.

         (b) Due Execution.  This Agreement has been duly executed and delivered
by the Seller.

         (c) Valid Agreement. This Agreement constitutes, and upon execution and
delivery thereof by the Seller,  will constitute,  a valid and binding agreement
of the Seller enforceable against the Seller in accordance with its terms.

         (d)  Authorization.  The  execution,  delivery and  performance  by the
Seller of this  Agreement  has been duly and validly  authorized by the Company,
and no further consent or authorization of the Seller, the Company, its Board of
Directors, or its stockholders is required.

         (e) Seller's  Title to Shares;  No Liens or  Preemptive  Rights;  Valid
Issuance.  Seller  has and at the  Closing  will have  good and valid  title and
control of the Shares;  there will be no existing  impediment or  encumbrance to
the sale and  transfer of such Shares to the  Purchaser;  and on delivery to the
Purchaser  of the  Shares,  good and valid  title to all the Shares will pass to
Purchaser  and all of the  Shares  will be free and clear of all  taxes,  liens,
security interests, pledges, rights of first refusal or other preference rights,
encumbrances,  charges,  restrictions  (other  than  resale  restrictions  under
federal and state securities laws),  demands,  claims or assessments of any kind
or any nature whatsoever whether direct, indirect or contingent and shall not be
subject to preemptive rights,  tag-along rights, or similar rights of any of the
stockholders of the Company.  The Shares have been legally and validly issued in
compliance with all applicable U.S.  federal and state  securities laws, and are
fully paid and  non-assessable  shares of the Company's  Common  Stock;  and the
Shares have all been issued under duly  authorized  resolutions  of the Board of
Directors of the Company. At the Closing,  Seller shall deliver to the Purchaser
Certificates  representing  the  Shares  free and clear of all  liens,  security
interests, pledges, encumbrances,  charges,  restrictions,  demands or claims in
any  other  party  whatsoever  with  appropriate  stock  powers  with  medallion
guarantees.

         (f) No Governmental Action Required.  The execution and delivery by the
Seller of this  Agreement  does not and will not,  and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official.



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         (g)  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution and delivery by the Seller and the Company of this  Agreement does not
and will not, and the sale by the Seller of the Shares and the  consummation  of
the other  transactions  contemplated  by this  Agreement  does not and will not
contravene  or  constitute a default  under or violation of (i) any provision of
applicable law or regulation,  (ii) the articles of  incorporation or by-laws of
the Company or (iii) any agreement, judgment, injunction, order, decree or other
instrument  binding upon the Seller or any of his or the  Company's  assets,  or
result in the creation or imposition of any lien on any asset of the Seller.

         (h) Not a Voting Trust:  No Proxies.  None of the Shares are or will be
subject to any voting  trust or  agreement.  No person holds or has the right to
receive any proxy or similar  instrument  with respect to the Shares.  Except as
provided in this  Agreement,  no Seller is a party to any agreement which offers
or grants to any person the right to  purchase  or  acquire  any of the  Shares.
There is no applicable local, state or federal law, rule, regulation,  or decree
which would, as a result of the sale  contemplated  by this  Agreement,  impair,
restrict or delay any voting rights with respect to the Shares.

         (i) Survival of  Representations.  The  representations  and warranties
herein by the Seller will be true and correct in all material respects on and as
of  the   Closing   Date  with  the  same  force  and  effect  as  though   said
representations  and  warranties had been made on and as of the Closing Date and
will survive the Closing Date as provided in Section 7.1(c).

         (j)  Adoption  of  Company's  Representations.  The  Seller  adopts and
remakes as her own each and every representation,  warranty and undertaking made
by the  Company  in  Article  3 below as if she had made  such  representations,
warranties and undertakings to the Purchaser directly.

                                       3.
           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

         The Company represents,  warrants and undertakes to the Purchaser that,
except as set forth on the Disclosure Schedule:

         (a) Due  Organization.  The Company is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Colorado
(a) with full power and authority to own, lease, use, and operate its properties
and to carry on its business as and where now owned,  leased, used, operated and
conducted.  The Company has no  subsidiaries.  All actions  taken by the current
directors and stockholders of the Company have been valid and in accordance with
the laws of the State of Colorado and all actions taken by the Company have been
duly  authorized  by the current  directors and  stockholders  of the Company as
appropriate.

         (b) Company  Authority.  The Company has all requisite  corporate power
and authority to enter into and perform this  Agreement  and to  consummate  the
transactions contemplated herein.

         (c) Due Authorization.  The execution,  delivery and performance by the
Company of this  Agreement has been duly and validly  authorized  and no further
consent  or  authorization  of  the  Company,  its  Board  of  Directors  or its
stockholders is required.  No Seller is  disqualified  from acting as a director
with  respect to the  transactions  contemplated  hereby by reason of his or her
interest in the transactions.



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         (d)  Valid  Execution.  This  Agreement  has  been  duly  executed  and
delivered by the Company.

         3.5 Binding Agreement.  This Agreement constitutes,  and upon execution
and  delivery  thereof by the  Company,  will  constitute,  a valid and  binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as may be limited by applicable bankruptcy,  insolvency or similar
laws affecting  creditor's  rights  generally or the  availability  of equitable
remedies.

         3.6 No Violation of Corporate  Documents or  Agreements.  The execution
and delivery of this Agreement by the Company and the performance by the parties
hereto of its obligations hereunder will not cause, constitute, or conflict with
or  result  in (i)  any  breach  or  violation,  or  give  rise  to a  right  of
termination,  cancellation  or  acceleration  of any  obligation or to loss of a
material benefit under, or to increased,  additional,  accelerated or guaranteed
rights  or  entitlements  of any  person  under  any of the  provisions  of,  or
constitute  a  default  under,  any  license,   indenture,   mortgage,  charter,
instrument,  certificate of incorporation,  bylaw,  judgment,  order,  decision,
writ,  injunction,  or decree or other  agreement or instrument or proceeding to
which the  Company  or its  stockholders  are a party,  or by which  they may be
bound,  nor will any  consents or  authorizations  of any party other than those
hereto by  required,  (ii) an event that would cause the Company to be liable to
any party,  or (iii) an event that would result in the creation or imposition or
any lien, charge or encumbrance on any asset of the Company or on the securities
of the Company to be acquired by the Purchaser.

         Authorized Capital, No Preemptive Rights, No Liens;  Anti-Dilution.  As
of the date hereof,  the authorized capital of the Company is 100,000,000 shares
of Common Stock, par value $0.001 per share, and 10,000,000  shares of Preferred
Stock,  par value $0.01 per share.  The issued and outstanding  capital stock of
the  Company  is  3,752,800  shares  of  Common  Stock.  There  are no issued or
outstanding  shares of Preferred  Stock.  All of the shares of capital stock are
duly authorized,  validly issued,  fully paid and  non-assessable.  No shares of
capital stock of the Company are subject to preemptive  rights or similar rights
of the stockholders of the Company or any liens or encumbrances  imposed through
the  actions or  failure to act of the  Company,  or  otherwise.  As of the date
hereof (i) there are no outstanding options,  warrants,  convertible securities,
scrip, rights to subscribe for, puts, calls, rights of first refusal,  tag-along
agreements,   nor  any  other  agreements,   understandings,   claims  or  other
commitments or rights of any character  whatsoever relating to, or securities or
rights  convertible  into or exchangeable for any shares of capital stock of the
Company,  or  arrangements  by which the Company is or may become bound to issue
additional  shares  of  capital  stock of the  Company,  and (ii)  there  are no
agreements or arrangements  under which the Company is obligated to register the
sale of any of its securities  under the Securities Act of 1933, and (iii) there
are no anti-dilution or price  adjustment  provisions  contained in any security
issued by the Company  (or in the  Company's  certificate  of  incorporation  or
bylaws or in any agreement  providing  rights to security  holders) that will be
triggered by the  transactions  contemplated by this Agreement.  The Company has
furnished to Purchaser true and correct  copies of the Company's  certificate of
incorporation and bylaws.



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<PAGE>

         (e) No Governmental Action Required.  The execution and delivery by the
Company of this  Agreement  does not and will not, and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official.

         (f)  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution and delivery by the Company of this  Agreement and the  performance by
the parties hereto of the transactions contemplated hereby does not and will not
contravene  or  constitute a default  under or violation of (i) any provision of
applicable law or regulation, (ii) the Company's certificate of incorporation or
bylaws, or (iii) any agreement,  judgment,  injunction,  order,  decree or other
instrument binding upon the Company or any its assets, or result in the creation
or  imposition  of any  lien on any  asset  of the  Company.  To the best of its
knowledge, the Company is in compliance with and conforms to all statutes, laws,
ordinances,  rules,  regulations,  orders,  restrictions  and  all  other  legal
requirements  of any  domestic  or  foreign  government  or any  instrumentality
thereof having  jurisdiction over the conduct of its businesses or the ownership
of its properties.

         (g) Financial Statements.  (a) The Purchaser has received a copy of the
audited  financial  statements  of the Company for the fiscal year ended May 31,
2005 and of the unaudited financial statements for the six months ended November
30, 2005 ("Financial  Statements").  The Financial Statements fairly present the
financial  condition  of the Company at the dates  indicated  and its results of
their  operations  and cash flows for the  periods  then  ended  and,  except as
indicated  therein,  reflect all claims  against,  debts and  liabilities of the
Company,  fixed or contingent,  and of whatever  nature.  (b) Since November 30,
2005 (the "Balance  Sheet Date"),  there has been no material  adverse change in
the  assets or  liabilities,  or in the  business  or  condition,  financial  or
otherwise, or in the results of operations or prospects, of the Company, whether
as a result of any legislative or regulatory  change,  revocation of any license
or rights to do business,  fire, explosion,  accident,  casualty, labor trouble,
flood, drought, riot, storm, condemnation, act of God, public force or otherwise
and no material adverse change in the assets or liabilities,  or in the business
or  condition,  financial  or  otherwise,  or in the  results  of  operation  or
prospects,  of the Company except in the ordinary course of business.  (c) Since
the Balance Sheet Date, the Company has not suffered any damage,  destruction or
loss of physical  property  (whether or not covered by insurance)  affecting its
condition  (financial or otherwise) or operations (present or prospective),  nor
has the Company issued,  sold or otherwise disposed of, or agreed to issue, sell
or otherwise  dispose of, any capital stock or any other security of the Company
and has not  granted or agreed to grant any  option,  warrant or other  right to
subscribe  for or to  purchase  any capital  stock or any other  security of the
Company or has incurred or agreed to incur any  indebtedness for borrowed money.
(d) The Financial  Statements are contained in the Company's filings and reports
made with the  Securities  and Exchange  Commission  ("SEC") since the Company's
formation (the "SEC Reports-To the best of the Company's knowledge,  information
and belief,  the SEC Reports  are(i)  accurate  and  complete;  (ii) contain all
information  required  to be filed under the rules and  regulations  of the SEC;
(iii) are not subject to any outstanding  SEC comment letters or inquiries,  and
(iv) do not  contain  any  false  statement  of fact or fail to  state  any fact
necessary  to make the facts  stated  therein not  misleading.  The Company is a
"voluntary filer" under Section 15(d) of the Securities Exchange Act of 1934.



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<PAGE>

         (h) No  Litigation.  The  Company  is not a party to any suit,  action,
arbitration,  or legal,  administrative,  or other  proceeding,  or  pending  or
threatened  governmental  investigation.  The  Company  is not  subject to or in
default with respect to any order, writ,  injunction,  or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality.

         (i) No Taxes.  The Company is not,  and will not become with respect to
any  periods  ending on or prior to the  Closing  Date,  liable for any  income,
sales, withholding,  franchise, excise, license, real or personal property taxes
(a "Tax") to any foreign,  United States  federal,  state or local  governmental
agencies  whatsoever.  All United States federal,  state,  county,  municipality
local  or  foreign  income  Tax  returns  and all  other  material  Tax  returns
(including  information returns) that are required, or have been required, to be
filed  by or on  behalf  of the  Company  have  been or will be  filed as of the
Closing  Date and all Taxes due  pursuant  to such  returns or  pursuant  to any
assessment  received by the Company  have been or will be paid as of the Closing
Date. The charges,  accruals and reserves on the books of the Company in respect
of taxes or other governmental  charges have been established in accordance with
the tax method of  accounting.  All returns that have been filed relating to Tax
are  true and  accurate  in all  material  respects.  No  audit,  action,  suit,
proceeding or other  examination  regarding taxes for which the Company may have
any  liability is currently  pending  against or with respect to the Company and
neither Seller nor the Company has received any notice  (formally or informally)
of any audit,  suit,  proceeding or other  examination.  No material  adjustment
relating to any Tax returns,  no closing or similar  agreement have been entered
into or  issued  or have  been  proposed  (formally  or  informally)  by any tax
authority  (insofar as such action  relate to  activities  or income of or could
result in liability of the Company for any Tax) and no basis exists for any such
actions.  The  Company  has not  changed  any  election,  adopted or changed any
accounting  method or period,  filed any amended return for any Tax, settled any
claim or assessment of any Tax, or surrendered  any right to claim any refund of
any Tax, or consented to any  extension or waiver of the statute of  limitations
for any Tax.  The  Company  has not had an  "ownership  change"  as that term is
defined in Section 382 of the Internal  Revenue Code of 1986,  as amended and in
effect.

         (j) Conduct of the Business. From and after November 30, 2005 until the
Closing Date:

                  (i) The Company has  continued to be operated in the usual and
         ordinary  manner in which its business  has been  conducted in the past
         and during such period.  The Company has not made any  expenditures  or
         entered into any commitments which, when compared to past operations of
         its business,  are unusual or extraordinary or outside the scope of the
         normal course of routine operations;

                  (ii) The  Company  has kept in a normal  state of  repair  and
         operating  efficiency  all  tangible  personal  property  used  in  the
         operation of its business;

                  (iii) The  Company has used its best  efforts to maintain  the
         good will  associated  with its  business,  and the  existing  business
         relationships  with its  agents,  customers,  lessors,  key  employees,
         suppliers and other persons having relations with it;

                  (iv) The Company has not entered into any contract,  agreement
         or action,  or relinquished or released any rights or privileges  under
         any contracts or agreements, the performance, violation, relinquishment



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         or  release  of which  could,  on the date on which  such  contract  or
         agreement  was  entered  into,  or  such  rights  or  privileges   were
         relinquished  or released,  be  reasonably  foreseen to have a material
         adverse effect;

                  (v)  The  Company  has  not  made,  or  agreed  to  make,  any
         acquisition  of stock or assets of, or made loans to, any person not in
         the ordinary course of business;

                  (vi) The  Company  has not sold or  disposed  of any assets or
         created or permitted to exist any  encumbrance on its assets except (x)
         in the ordinary  course of business and which could not, on the date of
         such sale, disposition,  creation or permission, be reasonably foreseen
         to have a material adverse effect or (y) as otherwise permitted by this
         Agreement;

                  (vii) The Company has kept true, complete and correct books of
         records and accounts  with respect to its  business,  in which  entries
         will be made  of all  transactions  on a  basis  consistent  with  past
         practices  and  in  accordance   with  the  tax  method  of  accounting
         consistently applied by the Company;

                  (viii) The Company has paid  current  liabilities  as and when
         they became due and has paid or incurred  no fees and  expenses  not in
         the ordinary course of its business;

                  (ix) There has been no  declaration,  setting aside or payment
         of any dividend or other  distribution  in respect of any Shares or any
         other securities of the Company (whether in cash or in kind);

                  (x) The Company has not  redeemed,  repurchased,  or otherwise
         acquired any of its securities or entered into any agreement to do so;

                  (xi) The Company has not made any loan to, or entered into any
         other transaction with, any of its directors, officers, and employees;

                  (xii)  The  Company  has not  made  or  pledged  to  make  any
         charitable or other capital contribution outside the ordinary course of
         business; and

                  (xiii)  There  has  not  been  any  other  occurrence,  event,
         incident,  action,  failure to act or transaction  outside the ordinary
         course of business that would have a material adverse effect.

         (k) Liabilities.

                  (i) Except as set forth in the  Financial  Statements  and the
         SEC Reports,  the Company has no  liabilities or  obligations.  It is a
         condition  to Closing as set forth in Section  6.2(a)  that the Company
         will have no liabilities upon transfer of the Shares to Purchaser.

                  (ii)  Except as set forth in the  Disclosure  Schedule,  since
         November 30, 2005, the Company has not:



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                           A.  subjected to  encumbrance,  or agreed to do so to
                  any of its assets,  tangible or intangible other than purchase
                  money liens in the  ordinary  course of business on  equipment
                  used in the  conduct of business  and  incurred to finance the
                  purchase  price of the  equipment  involved  and  which do not
                  cover any other asset of the Company;

                           B. except as otherwise  contemplated hereby,  engaged
                  in any  transactions  affecting its business or properties not
                  in the  ordinary  course  of  business  consistent  with  past
                  practice or suffered  any  extraordinary  losses or waived any
                  rights of substantial  value except in the ordinary  course of
                  business; or

                           C.  other  than in the  ordinary  course of  business
                  consistent with past practice,  granted or agreed to grant, or
                  paid or  agreed  to pay any  increase  in the  rate of  wages,
                  salaries,  bonuses  or  other  remuneration  of  any  officer,
                  director or consultant of the Company or any increase of 5% or
                  more  in  the  rate  of  wages,  salaries,  bonuses  or  other
                  remuneration of any non-officer/director or employee or become
                  a party to any employment  contract or arrangement with any of
                  its directors,  officers, consultants or employees or become a
                  party  to any  contract  or  arrangement  with  any  director,
                  officer,  consultant or employee providing for bonuses, profit
                  sharing payments,  severance pay or retirement benefits, other
                  than as set forth in any Exhibit or Schedule hereto.

         (l) ERISA Compliance.  The Company maintains no "employee benefit plan"
within the meaning of Section 3(3) of the Employee  Retirement  Income  Security
Act of 1974  ("ERISA"),  under which the Company or any ERISA  Affiliate has any
current or future  obligation  or  liability  or under which any employee of the
Company or any ERISA Affiliate has any current or future right to benefits.

         (m) Insurance. The Disclosure Schedule includes a true and correct list
of all policies or binders of insurance of the Company in force,  specifying the
insurer,  policy  number (or  covering  note number with respect to binders) and
amount thereof and describing each pending claim  thereunder.  Such policies are
in full force and  effect.  The  Company is not in default  with  respect to any
provisions contained in any such policy or binder, nor has it failed to give any
notice or present  any claim  under any such  policy or binder in due and timely
fashion. There are no outstanding unpaid claims under any such policy or binder,
or claims for  worker's  compensation.  The Company has not  received  notice of
cancellation or non-renewal of any such policy or binder.  The Company has never
been,  and is not now, the subject of any claim  relating to damage or injury in
excess of the Company's  then-current  product  liability policy limits or which
has been disclaimed by the Company's  insurer.  Such insurance will lapse on the
Closing Date.

         (n) Compliance with Law. To the best of its knowledge,  the Company has
complied  with,  and is not in violation of any provision of laws or regulations
of federal,  state or local government  authorities and agencies,  including any
environmental  laws  and  regulations.   There  are  no  pending  or  threatened
proceedings  against the Company by any federal,  state or local government,  or
any department, board, agency or other body thereof.



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<PAGE>

         (o) Consents.  The Disclosure Schedule lists all consents  ("Consents")
of third parties required to be obtained as a result of the change of control of
the Company hereby.

         (p)  Agreements.  Except as set forth in the Disclosure  Schedule,  the
Company is not a party to any material agreement, loan, credit, lease, sublease,
franchise,  license,  contract,  commitment  or  instrument  or  subject  to any
corporate  restriction.  The Disclosure Schedule identifies every loan or credit
agreement,  and every fully or partially  executory  agreement or purchase order
pursuant to which the Company is obligated to deliver goods or perform services,
pay for goods, services or other property, or repay any loan, including, without
limitation,   any  agreement  with  present  or  former   officers,   directors,
consultants,  agents, brokers, vendors,  customers and/or dealers of any nature.
True,  correct and complete copies of all such agreements have been delivered to
Purchaser.  Neither the Company nor any other party is in default under any such
agreement,  loan,  credit,  lease,  sublease,   franchise,   license,  contract,
commitment,  instrument or restriction.  No such instrument requires the consent
of any other  party  thereto  in order to  consummate  the  sales of the  Shares
hereby.

                                       4.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Unless specifically stated otherwise, Purchaser represents and warrants
that the  following  are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:

         (a)  Agreement's  Validity.  This  Agreement has been duly executed and
delivered by Purchaser, has been duly authorized by Purchaser, and constitutes a
legal, valid and binding obligation of Purchaser,  enforceable against Purchaser
in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency  or  similar  laws  affecting  creditors'  rights  generally  or  the
availability of equitable remedies.

         (b)  Investment  Intent.  Purchaser is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other  disposition
in connection with, any distribution of all or any part thereof.

         (c) Restricted  Securities.  Purchaser understands that the Shares have
not been  registered  pursuant to the  Securities  Act or any  applicable  state
securities   laws,  that  the  Shares  will  be   characterized  as  "restricted
securities"  under  federal  securities  laws,  and  that  under  such  laws and
applicable  regulations  the  Shares  cannot be sold or  otherwise  disposed  of
without registration under the Securities Act or an exemption therefrom.

         (d)  Legend.  It  is  agreed  and  understood  by  Purchaser  that  the
Certificates  representing the Shares shall each  conspicuously set forth on the
face or back thereof a legend in substantially the following form:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933. THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED
         OR  HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
         STATEMENT AS TO THE  SECURITIES  UNDER SAID ACT OR PURSUANT TO
         AN  EXEMPTION  FROM  REGISTRATION  OR AN  OPINION  OF  COUNSEL
         SATISFACTORY  TO THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
         REQUIRED.



                                       9
<PAGE>

         (e) Disclosure of Information.  Purchaser acknowledges that it has been
furnished  with  information  regarding  the Company and its  business,  assets,
results of  operations,  and financial  condition to allow  Purchaser to make an
informed decision  regarding an investment in the Shares.  Purchaser  represents
that it has had an opportunity to ask questions of and receive  answers from the
Company  regarding the Company and its business,  assets,  results of operation,
and financial condition.

                                       5.
                            COVENANTS OF THE PARTIES

         (a) General.  In case at any time after the Closing any further  action
is necessary or desirable to carry out the purposes of this  Agreement,  each of
the Parties will take such further action  (including the execution and delivery
of such further  instruments and documents) as any other Party may request,  all
at the sole cost and expense of the  requesting  Party  (unless  the  requesting
Party is  entitled  to  indemnification  therefor  under  Article 7 below).  The
Purchaser has had the  opportunity to review and inspect all  documents,  books,
records  (including  Tax records),  properties,  agreements,  field  operations,
environmental records and compliance, and financial data of any sort relating to
the  Company,  and to discuss  the Company  with its  employees,  customers  and
vendors.

         (b) Notices and Consents.  The Seller will,  and will cause the Company
to,  give any  notices  to third  parties,  and the  Seller  will use their best
efforts,  and will  cause the  Company  to use its best  efforts,  to obtain any
third-party  Consents  that may be  required.  Each of the Parties will (and the
Seller will cause the  Company  to) give any notices to, make any filings  with,
and use its best efforts to obtain any required  authorizations,  Consents,  and
approvals of governmental bodies.

         (c)  Transition.  Seller  will not take any action  that is designed or
intended  to have the effect of  discouraging  any lessor,  licensor,  customer,
supplier,  or other business  associate of the Company from maintaining the same
business  relationships with the Company after the Closing as it maintained with
the Company prior to the Closing.  The Seller will refer all customer  inquiries
relating  to the  business of the  Company to the  Purchaser  from and after the
Closing.

         (d) SEC Filings.  Within four business  days of the  execution  hereof,
Company shall file all required SEC reports required hereby, including,  without
limitation, a Form 8-K disclosing this Agreement.

         (e) Brokers.  Seller shall be responsible  for paying any obligation it
has undertaken with any brokers for this transaction.



                                       10
<PAGE>

                                       6.
                                   THE CLOSING

         (a) Time of Closing. The Closing of the transactions hereby shall occur
within two business days after the satisfaction of all conditions to Closing, on
or about February 21, 2006.

         (b)  Deliveries.  The  Closing  shall  occur  as  a  single  integrated
transaction, as follows, and the delivery or satisfaction of the following items
shall be conditions precedent to the parties' obligations to close:

                  (i) Liabilities. Seller shall produce a current listing of all
         accounts and notes  payable and any other  liabilities  of the Company,
         accurate  as of the day  prior  to  Closing.  Such  delivery  shall  be
         accompanied by a  representation  and warranty that the listing is true
         and correct. All such obligations shall be repaid by the Company on the
         Closing  Date or within  five days  after  the  Closing,  and the total
         amount thereof shall be deducted from the Purchase Price.

                  (ii) Delivery by Seller. Seller shall deliver to Purchaser:

                           A.       The Shares;

                           B.       copies  of   resolutions  by  the  Board  of
                                    Directors of the Company approving the terms
                                    of this  Agreement  and the execution of the
                                    Agreement by the Company;

                           C.       copies of all books,  records and  documents
                                    relating  to  the  Company,   including  the
                                    corporate  records and stock  records of the
                                    Company;

                           D.       any other such  instruments,  documents  and
                                    certificates as are required to be delivered
                                    by Seller or its representatives pursuant to
                                    the provisions of this Agreement;

                           E.       the Consents; and

                           F.       the Disclosure Schedule.

                  (iii)  Delivery  by  Purchaser.  Purchaser  shall  deliver  to
         Seller:

                           A.       The Purchase Price in U.S.  currency by wire
                                    transfer  to a bank  account  designated  in
                                    writing  by the  Seller  or by  delivery  of
                                    cashier's  checks  (net  of any  funds  paid
                                    directly  to  creditors  pursuant to Section
                                    6.2[a]); and

                           B.       copies  of   resolutions  of  the  Board  of
                                    Directors of Purchaser  approving  the terms
                                    of the  Agreement  and the execution of this
                                    Agreement by the Purchaser.



                                       11
<PAGE>

                  (iv) Post-Closing Actions

                           A.       Immediately upon the Closing Date, the Board
                                    of Directors of the Company shall resolve to
                                    appoint Pam J.  Halter,  Kevin B. Halter and
                                    Kevin  Halter,   Jr.  as  directors  of  the
                                    Company with immediate effect.

                           B.       Following the appointment of such persons to
                                    the Board of Directors  of the Company,  all
                                    incumbent  directors  shall  resign from the
                                    Board of Directors and as officers.

                           C.       All  parties  shall  file all  required  SEC
                                    reports  to  disclose  the  closing  of  the
                                    transaction hereof.

                           D.       The  Company  shall  convey  to  Seller  all
                                    assets  of the  Company  (consisting  of net
                                    asset of $6,468  at  November  30,  2005) in
                                    consideration of Seller's  resignation as an
                                    officer,  director  and employee and release
                                    of any claims for wages or otherwise.

                           E.       Within 21 days after  Closing,  Seller shall
                                    cooperate  in the  preparation  of financial
                                    statements  of the  Company  for the quarter
                                    ending February 28, 2006 in a form to enable
                                    the  Company to file its Form 10 QSB for the
                                    quarter.  Seller  shall  have  access to the
                                    Company's   books  and   records   for  such
                                    purpose. OK

                                       7.
                                 INDEMNIFICATION

         (a) Purchaser Claims. (i) Seller shall jointly and severally  indemnify
and hold harmless Purchaser, its successors and assigns, against, and in respect
of:

                  A.  Any and  all  damages,  losses,  liabilities,  costs,  and
         expenses incurred or suffered by Purchaser that result from, relate to,
         or arise out of:

                           (1) Any  failure by Seller to carry out any  covenant
                  or agreement contained in this Agreement;

                           (2)  Any  material  misrepresentation  or  breach  of
                  warranty by Seller contained in this Agreement, the Disclosure
                  Schedule, or any certificate, furnished to Purchaser by Seller
                  pursuant hereto; or

                           (3) Any  claim by any  Person  for any  brokerage  or
                  finder's  fee or  commission  in respect  of the  transactions
                  contemplated   hereby  as  a  result  of  Seller's   dealings,
                  agreement, or arrangement with such Person.

                  B.  Any  and  all   actions,   suits,   claims,   proceedings,
         investigations,  demands, assessments, audits, fines, judgments, costs,
         and other expenses  (including,  without  limitation,  reasonable legal



                                       12
<PAGE>

         fees and expenses) incident to any of the foregoing  including all such
         expenses  reasonably  incurred in mitigating  any damages  resulting to
         Purchaser from any matter set forth in subsection (i) above.

                           (ii) The amount of any liability of Seller under this
                  Section  7.1  shall  be  computed  net of any tax  benefit  to
                  Purchaser  from  the  matter  giving  rise  to the  claim  for
                  indemnification  hereunder and net of any  insurance  proceeds
                  received by Purchaser  with respect to the matter out of which
                  such liability arose.

                           (iii) The  representations  and  warranties of Seller
                  contained in this Agreement,  the Disclosure Schedule,  or any
                  certificate  delivered  by or on behalf of Seller  pursuant to
                  this  Agreement  or  in  connection   with  the   transactions
                  contemplated  herein  shall  survive the  consummation  of the
                  transactions  contemplated  herein and shall  continue in full
                  force and  effect  for a period  until the  expiration  of any
                  applicable  statutes of limitation  provided by law ("Survival
                  Period").  Anything  to  the  contrary  notwithstanding,   the
                  Survival period shall be extended automatically to include any
                  time  period   necessary  to  resolve  a  written   claim  for
                  indemnification  which was made in  reasonable  detail  before
                  expiration  of the Survival  Period but not resolved  prior to
                  its expiration,  and any such extension shall apply only as to
                  the claims so asserted and not so resolved within the Survival
                  Period.  Liability for any such item shall continue until such
                  claim   shall  have  been   finally   settled,   decided,   or
                  adjudicated.

                           (iv) Purchaser shall provide written notice to Seller
                  of any claim for indemnification under this Article as soon as
                  practicable;  provided,  however, that failure to provide such
                  notice on a timely basis shall not bar Purchaser's  ability to
                  assert any such claim  except to the  extent  that  Seller are
                  actually  prejudiced  thereby,  provided  that such  notice is
                  received  by Seller  during the  applicable  Survival  Period.
                  Purchaser  shall  make  commercially   reasonable  efforts  to
                  mitigate any damages, expenses, etc. resulting from any matter
                  giving rise to liability of Seller under this Article.

         (b)  Defense  of  Third-Party  Claims.  With  respect  to any  claim by
Purchaser  under  Section  7.1,  relating  to a third  party  claim  or  demand,
Purchaser shall provide Seller with prompt written notice thereof and Seller may
defend,  in good faith and at its  expense,  by legal  counsel  chosen by it and
reasonably  acceptable to Purchaser any such claim or demand, and Purchaser,  at
its  expense,  shall have the right to  participate  in the  defense of any such
third party  claim.  So long as Seller is defending in good faith any such third
party claim, Purchaser shall not settle or compromise such third party claim. In
any event  Purchaser  shall  cooperate in the  settlement or  compromise  of, or
defense against, any such asserted claim.

         (c) Seller Claims.  Purchaser  shall indemnify and hold harmless Seller
against, and in respect of, any and all damages,  claims,  losses,  liabilities,
and  expenses,  including  without  limitation,   legal,  accounting  and  other
expenses,  which may arise  out of:  (a) any  material  breach or  violation  by
Purchaser  of any  covenant  set forth  herein or any  failure  to  fulfill  any
obligation   set  forth  herein;   (b)  any  material   breach  of  any  of  the
representations  or warranties  made in this Agreement by Purchaser;  or (c) any
claim by any Person for any  brokerage or finder's fee or  commission in respect
of the  transactions  contemplated  hereby as a result of Purchaser's  dealings,
agreement, or arrangement with such Person.



                                       13
<PAGE>

                                       8.
                                  MISCELLANEOUS

         (a) Entire  Agreement.  This Agreement sets forth the entire  agreement
and  understanding  of the  parties  hereto  with  respect  to the  transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understanding  related to the subject matter hereof. No understanding,  promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the  transactions  contemplated  hereby,  and no party hereto
shall be bound by or liable for any alleged understanding,  promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

         (b) Notices. Any notice or communications  hereunder must be in writing
and given by depositing same in the United States mail addressed to the party to
be  notified,  postage  prepaid and  registered  or  certified  mail with return
receipt requested or by delivering same in person.  Such notices shall be deemed
to have been received on the date on which it is hand  delivered or on the third
business  day  following  the date on which it is to be mailed.  For  purpose of
giving notice, the addresses of the parties shall be:

         If to Seller:
         -------------
                         Lisa R. Powell
                         13279 West Ohio Avenue
                         Lakewood, CO 80228
                         Fax: (303):  ___-____

         If to Purchaser or Company to:
         ------------------------------

                         Halter Capital Corporation
                         2591 Dallas Parkway, Suite 102
                         Frisco, Texas 75034
                         Fax: (469) 633-0099

         (c) Governing  Law. This  Agreement  shall be governed in all respects,
including validity, construction,  interpretation and effect, by the laws of the
State of Colorado (without regard to principles of conflicts of law).

         (d) reserved.

         (e) Counterparts.  This Agreement may be executed by the parties hereto
in separate  counterparts each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.

         (f) Waivers and Amendments;  Non-Contractual Remedies;  Preservation of
Remedies.  This  Agreement may be amended,  superseded,  canceled,  renewed,  or
extended,  and the terms  hereof  may be  waived,  only by a written  instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written



                                       14
<PAGE>

instrument shall be effective unless it expressly recites that it is intended to
amend, supersede,  cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms  hereof,  as the case may be. No delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver  thereof,  nor shall any waiver on the part of any party of any such
right, power or privilege,  or any single or partial exercise of any such right,
power of privilege, preclude any further exercise thereof or the exercise of any
other right,  power or privilege.  The rights and remedies  herein  provided are
cumulative  and are not  exclusive of any rights or remedies  that any party may
otherwise  have at law or in equity.  The rights and remedies of any party based
upon,  arising out of or otherwise in respect of any  inaccuracy in or breach of
any representation,  warranty, covenant or agreement contained in this Agreement
shall in no way be limited  by the fact that the act,  omission,  occurrence  or
other  state of facts upon which any claim of any such  inaccuracy  or breach is
based may also be the subject of any other representation, warranty, covenant or
agreement  contained in this  Agreement (or in any other  agreement  between the
parties) as to which there is no inaccuracy or breach.

         (g)  Binding  Effect;  No  Assignment,   No  Third-Party  Rights.  This
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their  respective  successors  and  permitted  assigns.  This  Agreement  is not
assignable without the prior written consent of each of the parties hereto or by
operation of law. This  Agreement is for the sole benefit of the parties  hereto
and their permitted  assigns,  and nothing herein,  expressed or implied,  shall
give or be construed to give to any person,  including any union or any employee
or former  employee  of  Seller,  any legal or  equitable  rights,  benefits  or
remedies of any nature  whatsoever,  including any rights of employment  for any
specified period, under or by reason of this Agreement.

         (h) Further  Assurances.  Each party shall, at the request of the other
party,  at any time and from time to time  following  the Closing Date  promptly
execute and deliver,  or cause to be executed and delivered,  to such requesting
party all such further  instruments  and take all such further  action as may be
reasonably  necessary or  appropriate to carry out the provisions and intents of
this Agreement and of the instruments delivered pursuant to this Agreement.

         (i) Severability of Provisions.  If any provision or any portion of any
provision of this  Agreement  or the  application  of any such  provision or any
portion  thereof  to any  person  or  circumstance,  shall  be held  invalid  or
unenforceable,  the  remaining  portion  of such  provision  and  the  remaining
provisions of the Agreement,  or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than  those  as to which  it is held  invalid  or  unenforceable,  shall  not be
affected  thereby and such  provision or portion of any  provision as shall have
been held invalid or  unenforceable  shall be deemed  limited or modified to the
extent  necessary  to make it valid  and  enforceable,  in no event  shall  this
Agreement be rendered void or unenforceable.

         (j)  Exhibits  and  Schedules.  All exhibits  annexed  hereto,  and all
schedules referred to herein, are hereby incorporated in and made a part of this
Agreement as if set forth herein.  Any matter disclosed on any schedule referred
to herein shall be deemed also to have been  disclosed  on any other  applicable
schedule referred to herein.



                                       15
<PAGE>

         (k)  Captions.  All  section  titles  or  captions  contained  in  this
Agreement  or in any schedule or exhibit  annexed  hereto or referred to herein,
and the table of contents to this Agreement, are for convenience only, shall not
be  deemed  a part of this  Agreement  and  shall  not  affect  the  meaning  or
interpretation  of this  Agreement.  All references  herein to sections shall be
deemed  references  to such parts of this  Agreement,  unless the context  shall
otherwise require.

         (l) Expenses. Except as otherwise expressly provided in this Agreement,
whether or not the Closing  Date  occurs,  each party  hereto  shall pay its own
expenses  incidental to the preparation of this  Agreement,  the carrying out of
the provisions hereof and the consummation of the transactions contemplated.

         (m) Public Announcements.  The parties agree to consult with each other
before  issuing any press  release or making any public  statement or completing
any  public  filing  with  respect  to  this   Agreement  or  the   transactions
contemplated  hereby and,  except as may be required  by  applicable  law or any
listing  agreement with any national  securities  exchange or quotation  system,
will not issue any such press release or make any such public statement prior to
consultation.

         (n)  Non-confidentiality.  Notwithstanding  Section 8.13,  the Company,
Seller and Purchaser,  and each employee,  representative  or other agent of the
same (collectively the "Covered Parties"),  may disclose to any and all persons,
without  limitation  of any kind,  the tax  treatment  and tax  structure of the
transaction  and all  materials  of any kind  (including  opinions  or other tax
analyses)  that are provided to a Covered  Party  relating to such tax treatment
and tax structure.

         8.15  Release.  Upon the  Closing,  Seller,  for  herself and her other
family members,  heirs,  successors,  and assigns  (collectively  the "Releasing
Parties") shall release,  acquit,  and forever  discharge any and all claims and
demands of whatever kind or character, whether vicarious, derivative, or direct,
whether contingent or liquidated,  or whether known or unknown, that he or they,
individually,  collectively,  or  otherwise,  have or may have or  assert or may
assert  against the Company;  the  Purchaser,  any  subsidiary,  affiliated,  or
related company, or other related entity; or any officer,  director,  fiduciary,
agent,  employee,  representative,   insurer,  attorney,  accountant,  financial
advisor, consultant, partner, or shareholder of the Company or Purchaser; or any
successors  and assigns of the Company,  the  Purchaser  or the other  entities,
companies,  partnerships,  persons  or  parties  just  named  (collectively  the
"Released  Parties") based upon any theory of federal,  state or local statutory
or common law, the breach of any provision of any contract (express or implied),
or with  respect to any facts or  circumstances  that exist with  respect to the
relationship  among the  Company  or the  Releasing  Parties,  whether  known or
unknown, through the date of execution of this Agreement.

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                                       16
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written herein above.


                                                    /s/ Lisa R. Powell
                                                   -----------------------------
                                                   Lisa R. Powell


                                                   HALTER CAPITAL CORPORATION



                                                   By: /s/ Kevin B. Halter
                                                      --------------------------
                                                      Kevin B. Halter, President


                                                      RUB A DUB SOAP, INC.



                                                   By: /s/ Lisa R. Powell
                                                      --------------------------
                                                      Lisa R. Powell, President