Exhibit 10.1

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 11th day of May,  2005, by and between  Halter  Financial  Group,
Inc. ("Purchaser"),  maintaining an address at 12890 Hilltop Road, Argyle, Texas
76226,  and TS  Electronics,  Inc.,  a  Delaware  corporation  (the  "Company"),
maintaining an address at 3795 Georgetown Road, Pottsboro, TX 75076.

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to  purchase  from the  Company  a total of  1,875,045  restricted  shares  (the
"Shares")  of the common  capital  stock of the  Company,  par value  $0.001 per
share,  representing 75% of the Company's issued and outstanding  common capital
stock  at the  time  of  Closing  (as  hereinafter  defined),  upon  the  terms,
provisions, and conditions and for the consideration hereinafter set forth; and

         WHEREAS,  Keith P.  Boyd,  the  President  and a member of the Board of
Directors of Company ("Boyd"), has agreed to be a party to this Agreement solely
for purposes of making the representations and warranties set forth in Section 4
and providing the indemnification set forth in Section 7 of this Agreement; and

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1.        Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company  agrees to sell and deliver the Shares to  Purchaser,  free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
Purchaser  agrees to purchase the Shares from the Company for the  consideration
hereinafter set forth.

Section 2.        Purchase Price.

         The total purchase price to be paid to the Company by Purchaser for the
Shares is $200,000 (the "Purchase Price"),  $50,000 of which was previously paid
to the Company,  payable in cash by wire transfer of immediately available funds
or certified check.

Section 3.        The Closing.

         Upon  execution of this Agreement  (the  "Closing"),  the Company shall
deliver to Purchaser a  certificate(s)  evidencing the Shares issued in the name
of Purchaser, and immediately upon delivery thereof,  Purchaser shall deliver to
Company the Purchase Price.


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<PAGE>

Section 4.        Representations and Warranties of the Company.

         In connection with the transactions  contemplated  hereby,  the Company
and Boyd hereby  jointly and severally  represent and warrant to Purchaser  that
the Shares are the duly authorized, validly issued and outstanding shares of the
Company.  The Company has full legal right,  power and  authority to execute and
deliver  this  Agreement  and to sell the Shares to  Purchaser  pursuant to this
Agreement.  Upon  delivery of the Shares to  Purchaser in  accordance  with this
Agreement, good and marketable title to the Shares, free and clear of all liens,
pledges,  encumbrances,  security interests and adverse claims will be delivered
to Purchaser.

         The Company and Boyd hereby further jointly and severally represent and
warrant to Purchaser as follows:

         4.1. Organization, Standing and Power.

         The Company is duly  organized,  validly  existing and in good standing
under  the laws of the  jurisdiction  in which  it is  incorporated  and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect.  For purposes of this  Agreement,  the term  "Company  Material
Adverse  Effect" means any material  adverse effect with respect to the Company,
taken as a whole,  or any  change or effect  that  adversely,  or is  reasonably
expected to adversely, affect the ability of the Company to maintain its current
business  operations  or to consummate  the  transactions  contemplated  by this
Agreement in any material respect.

4.2.     Capital Structure.

         The  authorized  capital  stock of the Company  consists of  30,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
As of the date of this  Agreement,  there are 625,015  shares of Company  Common
Stock issued and outstanding.  No shares of Company Common Stock are held by the
Company in its treasury.  All outstanding shares of capital stock of the Company
have been duly authorized and validly issued,  are fully paid and nonassessable,
and were not subject to preemptive or similar rights at the time of issuance. No
bonds,  debentures,  notes or other indebtedness of the Company having the right
to vote (or convertible into, or exchangeable  for,  securities having the right
to vote) on any  matters on which the  stockholders  of the Company may vote are
issued or outstanding.  There are no outstanding  stock  appreciation  rights or
similar derivative  securities or rights,  including options or warrants, of the
Company.

         4.3.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         Except as otherwise  set forth in Schedule 4.3 to this  Agreement,  the
Company has no  Liabilities.  "Liability"  means,  as to any person,  all debts,
liabilities and obligations,  direct,  indirect,  absolute or contingent of such
person,  whether  accrued,  vested or  otherwise,  whether  known or unknown and
whether or not actually  reflected,  or required in  accordance  with GAAP to be
reflected, in such person's balance sheet.



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<PAGE>

         4.4. Compliance with Applicable Laws.

         The  Company  has  and  after   giving   effect  to  the   transactions
contemplated  hereby will have in effect all federal,  state,  local and foreign
governmental  approvals,  authorizations,   certificates,  filings,  franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease
or  operate  its  properties  and  assets  and to carry on its  business  as now
conducted,  and there has occurred no default under any such Permit,  except (a)
for the lack of Permits and for defaults under Permits which  individually or in
the aggregate would not have a Company Material  Adverse Effect,  or (b) notices
to be  filed  with  the  U.S.  Securities  and  Exchange  Commission  and  state
securities agencies with regard to transactions contemplated herein. The Company
is in compliance with, and has no liability or obligation  under, all applicable
statutes,  laws,  ordinances,  rules, orders and regulations of any Governmental
Entity,  including any liability or obligation to undertake any remedial  action
under hazardous  substances  laws,  except for (y) instances of  non-compliance,
liabilities or  obligations,  which  individually or in the aggregate would only
have an immaterial  effect, or (z) notices to be filed with the U.S.  Securities
and  Exchange   Commission  and  state   securities   agencies  with  regard  to
transactions contemplated herein.

         4.5. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding  (at law or in equity)  pending or  threatened  against  the  Company
(including,  without limitation,  any product liability claims) before any court
or  governmental  or  regulatory  authority or body,  and (b) the Company is not
subject to any outstanding order, writ, judgment,  injunction,  order, decree or
arbitration  order that, in any such case  described in clauses (a) and (b), (i)
could  reasonably  be  expected to have,  individually  or in the  aggregate,  a
Company  Material  Adverse  Effect or (ii)  involves an  allegation  of criminal
misconduct or a violation of the Racketeer and Influenced Corrupt Practices Act,
as  amended.  As of the date  hereof,  there  are no suits,  actions,  claims or
proceedings  pending  or  threatened,  seeking  to  prevent,  hinder,  modify or
challenge the transactions contemplated by this Agreement.

         4.6. Disclosure.

         The  representations and warranties and statements of fact made in this
Agreement are, as applicable,  accurate, correct and complete and do not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary in order to make the statements and information  contained  herein not
false or misleading.

         4.7. Taxes and Tax Returns.

         All tax returns  ("Returns")  required to be filed to date with respect
to the operations of the Company have been  accurately  prepared in all material
respects and duly filed, or an extension  therefrom has been duly obtained,  and
all taxes payable have been paid when due; there is no examination or audit,  or
any claim,  asserted  deficiency or assessment for additional taxes in progress,
pending,  or threatened,  nor is there any reasonable basis for the assertion of
any  such  claim,  deficiency  or  assessment;   no  material  special  charges,
penalties,  fines, liens, or similar encumbrances have been asserted against the
Company  with  respect to payment of or failure to pay any taxes  which have not


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<PAGE>

been paid or resolved without further liability to the Company.  The Company has
not executed or filed with any taxing  authority  any  agreements  extending the
period for  assessment  or  collection  of any taxes.  Proper  amounts have been
withheld  by the  Company  from its  employees'  compensation  payments  for all
periods in compliance with the tax withholding  provisions of applicable federal
and state laws. The Company is not a party to any tax-sharing or  tax-allocation
agreement,  nor does the  Company  owe any  amounts  under  any  tax-sharing  or
tax-allocation agreement.

         4.8. Employee Benefit Plans.

         The Company does not have in place any  arrangement or policy  (written
or oral) providing for insurance  coverage,  workers'  compensation,  disability
benefits,  supplemental  unemployment  benefits,  vacation benefits,  retirement
benefits or deferred compensation, profit sharing, bonuses, stock options, stock
appreciation rights, stock purchases or other forms of incentive compensation or
post-retirement  insurance,  compensation  or benefits  which is  maintained  or
administered  by the  Company,  or to which the Company  contributes,  and which
covers any employee or former employee of the Company or under which the Company
has any liability,  including "employee welfare benefit plan," "employee benefit
plan"  and  "employee  pension  benefit  plan" as  defined  under  the  Employee
Retirement Income Security Act of 1974, or ERISA.

         The  Company is not a party to any  collective  bargaining  agreements.
There are no strikes or labor  disputes or  lawsuits,  unfair  labor or unlawful
employment  practice charges,  contract grievances or similar charges or actions
pending or threatened by any of the  employees,  former  employees or employment
applicants of the Company that would have a Company Material Adverse Effect.

         4.9. Certain Contracts.

         There are no written  employment  agreements or termination  agreements
with current officers,  directors or consultants of the Company and to which the
Company is a party.

         As of the date of this Agreement,  (i) the Company is not a party to or
bound by any commitment,  agreement or other instrument  (excluding  commitments
and  agreements in connection  with  extensions of credit by the Company)  which
contemplates  the payment of amounts in excess of $5,000,  or which otherwise is
material  to the  operations,  assets or  financial  condition  of the  Company,
including  but not limited to any royalty,  franchising  fees,  or any other fee
based on a percentage of revenues or income and (ii) no commitment, agreement or
other  instrument to which the Company is a party or by which it is bound limits
the  freedom  of the  Company to  compete  in any line of  business  or with any
person.

         As of the date of this Agreement,  the Company is not in default in any
material respect under any material lease, contract, mortgage,  promissory note,
deed of trust,  loan agreement,  license  agreement (as to royalty  payments) or
other commitment or arrangement.



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<PAGE>

         4.10. Assets; Properties and Insurance.

         The Company has no assets, whether tangible or intangible, owns no real
property and maintains no insurance of any kind.

4.11.    Minute Books.

         The minute book of the Company  contains records which, in all material
respects,  accurately  record all  meetings of their  stockholders  and Board of
Directors (including committees of the Board of Directors).

         4.12. Environmental Matters.

         The  Company has not  received  any written  notice,  citation,  claim,
assessment,  proposed  assessment  or demand  for  abatement  alleging  that the
Company is responsible for the correction or cleanup of any condition  resulting
from the  violation  of any law,  ordinance  or  other  governmental  regulation
regarding  environmental  matters, which correction or cleanup would be material
to the  business,  operations,  assets or  financial  condition  of the Company.
Neither  the  Company nor Boyd have any  knowledge  that any toxic or  hazardous
substances or materials have been emitted,  generated,  disposed of or stored on
any real property owned or leased by the Company,  or owned or controlled by the
Company as a trustee or fiduciary  (collectively,  "Properties"),  in any manner
that violates or, after the lapse of time may violate,  any  presently  existing
federal,  regional,  state or local law or regulation governing or pertaining to
such  substances  and  materials,  the  violation  of which would have a Company
Material  Adverse Effect.  Neither the Company nor Boyd have any knowledge that,
during  the  Company's  ownership  or  lease  of  such  Properties,  any of such
Properties  has  been  operated  in any  manner  that  violated  any  applicable
national,  state or local law or regulation  governing or pertaining to toxic or
hazardous substances and materials,  the violation of which would have a Company
Material Adverse Effect.

         4.13. Loans, etc.

         As of the date of this Agreement, there are no liabilities, obligations
or indebtedness of any kind whatsoever chargeable to any Company stockholder and
payable to the Company by a Company stockholder.

         4.14. Intellectual Property.

         The Company has no  arrangements  relating  to  intellectual  property.
There are no arrangements relating to the use by the Company of any intellectual
property  owned by another  person,  and the Company has not at any time been in
breach of such arrangements.  The Company has not granted or is not obligated to
grant a license,  assignment  or other  right with  respect to any  intellectual
property.



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<PAGE>

         4.15. Bankruptcy.

         The Company has neither filed a voluntary  bankruptcy petition nor been
the subject of an involuntary bankruptcy petition nor is the Company the subject
of an action under state insolvency laws or any other relevant laws.

         4.16. Criminal Proceedings.

         Neither the Company and its respective officers, directors, affiliates,
promoters  nor any  predecessor  of the Company have been subject to or suffered
any of the following:

         o        Any conviction in a criminal  proceeding or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other  misdemeanor  offenses)  within  ten (10) years from the
                  date hereof;

         o        Any order,  judgment  or decree,  not  subsequently  reversed,
                  suspended or vacated, of any court of competent  jurisdiction,
                  permanently or temporarily enjoining,  barring,  suspending or
                  otherwise  limiting such person's  involvement  in any type of
                  business, securities or banking activities; or

         o        Being found guilty by a court of competent  jurisdiction (in a
                  civil action),  the Securities and Exchange  Commission or the
                  Commodity  Futures  Trading  Commission  to  have  violated  a
                  federal  or  state  securities  or  commodities  law,  and the
                  judgment has not been reversed, suspended or vacated.

Section 5.        Representations and Warranties of Purchaser.

         Purchaser  acknowledges  and  understands  that the  Shares  are  being
acquired for  investment in a  transaction  that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:

     a)   Purchaser is acquiring the Shares solely for  investment  purposes and
          not with a view to, or for resale in connection with, any distribution
          thereof or with any present  intention of  distributing or selling any
          of the Shares,  except as allowed by the  Securities  Act of 1933,  as
          amended,   or  any  rules  or   regulations   promulgated   thereunder
          (collectively, the "Act").

     b)   Purchaser  will  hold  the  Shares  subject  to all of the  applicable
          provisions  of the Act,  and  Purchaser  will not at any time make any
          sale, transfer, or other disposition of the Shares in contravention of
          said Act.

     c)   Purchaser  acknowledges  that it must  bear the  economic  risk of its
          investment  in the Shares for an  indefinite  period of time since the
          Shares have not been registered  under the Act and therefore cannot be
          sold unless the Shares are  subsequently  registered  or an  exemption
          from registration is available.

     d)   The sale of the Shares to  Purchaser  is being made without any public
          solicitation or advertisements.



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<PAGE>

     e)   Criminal Proceedings.

         Neither  the  Purchaser  and  its   respective   officers,   directors,
affiliates,  promoters nor any predecessor of the Purchaser have been subject to
or suffered any of the following:

     o    Any conviction in a criminal  proceeding or being subject to a pending
          criminal   proceeding   (excluding   traffic   violations   and  other
          misdemeanor offenses) within ten (10) years from the date hereof;

     o    Any order, judgment or decree, not subsequently reversed, suspended or
          vacated,  of any  court  of  competent  jurisdiction,  permanently  or
          temporarily enjoining,  barring, suspending or otherwise limiting such
          person's  involvement  in any type of business,  securities or banking
          activities; or

     o    Being found  guilty by a court of competent  jurisdiction  (in a civil
          action),  the  Securities  and Exchange  Commission  or the  Commodity
          Futures  Trading  Commission  to have  violated  a  federal  or  state
          securities or commodities law, and the judgment has not been reversed,
          suspended or vacated.

Section 6.        Conditions to the Obligations of Purchaser.

         The   obligations  of  Purchaser  at  Closing  are   conditioned   upon
satisfaction,  on or prior to such  date,  of the  following  conditions,  which
conditions  are further  conditioned  upon the delivery of the Purchase Price by
Purchaser:

         6.1. Stock Certificates.

         The Company shall have delivered to Purchaser  certificate(s) issued in
the name of  Purchaser  representing  the  number of Shares to be  purchased  by
Purchaser pursuant to this Agreement.

         6.2. Creditor Agreements.

         The Company shall have  delivered to Purchaser the Creditor  Agreement,
the form of which is  attached  hereto as  Exhibit  "A,"  executed  by Thomas J.
Kenan.

         6.3. Lock-Up Agreement

         The Company shall have delivered to Purchaser the Lock-Up Agreement,
the form of which is attached hereto as Exhibit "B", executed by the parties
referenced therein.

         6.4. Resignation and Appointment of Officers and Directors.

         The Company shall have delivered  duly executed  letters of resignation
from each of its officers and  directors.  The Company shall have also delivered
resolutions approved by the Board of Directors duly appointing Timothy P. Halter
as the sole officer of the Company,  holding the titles of President,  Secretary
and Chief Accounting Officer, and as the sole member of the Board of Directors.



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<PAGE>

Section 7.        Indemnification.

         Boyd   acknowledges   that  he   understands   the  meaning  and  legal
consequences  of his  representations,  warranties  and  covenants  and that the
Purchaser has relied upon such representations,  warranties,  and covenants, and
he hereby agrees to indemnify and hold harmless the Purchaser and his agents and
employees  for a period  of one year  from the date of this  Agreement  from and
against any and all loss,  damage or liability due to or arising out of a breach
of any such  representation,  warranty,  or covenant or any adverse  consequence
suffered by Purchaser as a result of the  operation of the Company by Purchaser.
The total amount of indemnification for which Boyd may be held liable under this
Section  7  (including  claims  arising  from a breach  of a  representation  or
warranty) shall not exceed $25,000.

Section 8.        Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the Closing
and shall be unaffected by any investigation made by any party at any time.

Section 9.        Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.

Section 10.       Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 11.       Notices.

         All notices or other  communications  required or permitted to be given
pursuant  to this  Agreement  shall be in  writing  and shall be  considered  as
properly given or made if hand  delivered,  mailed from within the United States
by certified  mail,  or sent by  overnight  delivery  service to the  applicable
address appearing in the preamble to this Agreement, or to such other address as
either  party may have  designated  by like notice  forwarded to the other party
hereto.  All notices  shall be deemed given when  postmarked  (if mailed),  when
delivered to an overnight delivery service or, if hand delivered, when delivered
to the recipient.

Section 12.       Severability.

         Every  provision of this Agreement is intended to be severable.  If any
term or  provision  hereof is illegal or invalid for any reason  whatever,  such
illegality or invalidity  shall not affect the validity of the remainder of this
Agreement.



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<PAGE>

Section 13.       Headings.

         The  headings  of this  Agreement  are  inserted  for  convenience  and
identification only, and are in no way intended to describe,  interpret,  define
or limit the scope, extent or intent hereof.

Section 14.       Counterparts.

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

Section 15.       Legal Fees and Costs.

         If a legal action is initiated by any party to this  Agreement  against
another,   arising  out  of  or  relating   to  the   alleged   performance   or
non-performance of any right or obligation established hereunder, or any dispute
concerning the same, any and all fees, costs and expenses reasonably incurred by
each  successful  party  or his,  her or its  legal  counsel  in  investigating,
preparing for, prosecuting,  defending against, or providing evidence, producing
documents  or taking any other  action in respect of,  such action  shall be the
joint  and  several  obligation  of and  shall  be  paid  or  reimbursed  by the
unsuccessful party(ies).

Section 16.       Publicity.

         Except as otherwise  required by law, none of the parties  hereto shall
issue  any  press  release  or make any  other  public  statement,  in each case
relating  to,  connected  with or arising out of this  Agreement  or the matters
contained  herein,  without  obtaining  the prior  approval  of the other to the
contents and the manner of presentation and publication thereof.

Section 17.       Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of Texas.




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<PAGE>

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

PURCHASER:                                  HALTER FINANCIAL GROUP, INC.


                                            By:/s/ Timothy P. Halter
                                               ---------------------------------
                                            Name:  Timothy P. Halter
                                            Title:  President

THE COMPANY:                                TS ELECTRONICS, INC.


                                            By:/s/ Keith P. Boyd
                                               ---------------------------------
                                            Name:  Keith P. Boyd
                                            Title:  President


BOYD:                                       /s/ Keith P. Boyd
                                            ------------------------------------
                                            Keith P. Boyd, solely as to Sections
                                            4. and 7. hereof.








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<PAGE>

                                  Schedule 4.3
                                       to
                            Stock Purchase Agreement