ex10_1.htm


    EXHIBIT
10.1

     

    
      These securities have not been registered with the United States
Securities and Exchange Commission or the securities commission of any state
because they are believed to be exempt from registration under Regulation D
and/or Regulation S promulgated under the Securities Act of 1933, as amended
(the “Act”).  The foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document.  Any
representation to the contrary is a criminal offense.  This
subscription agreement shall not constitute an offer to sell nor a solicitation
of an offer to buy the securities in any jurisdiction in which such offer or
solicitation would be unlawful.

      


      These
securities are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Act, an applicable state
securities laws, pursuant to registration or exemption
therefrom.  Investors should be aware that they will be required to
bear the financial risks of this investment for an indefinite period of
time.  All offers and sales of the herein-described securities by
non-U.S. persons before the expiration of a period commencing on the date of the
closing of this offering and ending one year thereafter shall only be made in
compliance with Regulation S, pursuant to registration under the Act, or
pursuant to an exemption from registration, and all offers and sales after the
expiration of the one-year period shall be made only pursuant to registration or
an exemption from registration.  Hedging transactions involving these
securities may not be conducted unless in compliance with the Act.

      


      


      OFFSHORE STOCK PURCHASE
AGREEMENT

      


      This
Offshore Stock Purchase Agreement (the “Agreement”) is entered into this 15th day of
July, 2008 (the “Effective Date”), by and between Information Systems
Associates, Inc., a Florida corporation (“ISA”) and Derek J. Leach, a subject of
the United Kingdom.

      


      WHEREAS,
LEACH desires to purchase two million (2,000,000) shares of restricted common
stock of ISA (the “Shares”); and

      


      WHEREAS,
ISA agrees to deliver the Shares for the Consideration (as defined below) to be
paid by Leach, subject to the terms and conditions set forth below.

      


      NOW,
THEREFORE, for and in consideration of the mutual promises herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

      


      
        	
                1.  

              	
                Purchase and
      Sale.   On the basis of the representations and
      warranties herein contained, subject to the terms and conditions set forth
      herein, Leach hereby agrees to purchase the Shares at a purchase price of
      twenty-five cents (US$0.25) per share, and ISA hereby agrees to sell the
      Shares to Leach for such
Consideration.

              


      

      


      
        	
                2.  

              	
                Payment of Purchase
      Price.  Leach shall pay the purchase price to ISA as
      follows:  one hundred thousand dollars (US $100,000) at closing
      along with a signed promissory note in the form attached hereto (the
      “Note”) for the balance of four hundred thousand dollars (US $400,000)
      payable in installments of one hundred thousand dollars (US $100,000) on
      the first day of each month beginning September 1, 2008 and ending
      December 1, 2008.

              


      

      


      
        	
                3.  

              	
                Closing.  The
      closing of the purchase and sale contemplated by this Agreement (the
      “Closing”) shall occur upon the transfer of the Consideration to ISA in
      accordance with paragraph 2 at 1151 SW 30th
      Street, Suite E, Palm City, Florida 34990 (the “Corporate
      Address”).

              


      

      


      
        	
                4.  

              	
                Delivery of the Shares
      to Leach.   ISA shall deliver to Leach one-fifth of
      the Shares (400,000) within 14 days of receiving each payment of $100,000
      at Closing under the Note.  If Leach defaults in making any
      payments, ISA shall not be obligated to deliver any additional shares and
      shall have the option, upon notice to Leach of terminating this
      Agreement.

              


      

      


      
        	
                5.  

              	
                Delivery of Other
      Necessary Documents.  From time to time after the
      Closing, upon the reasonable request of any party, the party to whom the
      request is made shall deliver such other and further documents,
      instruments, and/or certificates as may be necessary to more fully vest in
      the requesting party the Consideration or the Shares as provided for in
      this Agreement, or to enable the requesting party to obtain the rights and
      benefits contemplated by this
Agreement.

              


      

      


      
        	
                6.  

              	
                Private
      Offering.  Leach and ISA both understand and agree that
      the purchase and sale of securities contemplated herein constitutes a
      private, arms-length transaction between a willing seller and willing
      buyer without the use or reliance upon a broker, distributor or securities
      underwriter.

              


      

      


      
        	
                A.  

              	
                Purchase for
      Investment.  Neither Leach nor ISA are underwriters of,
      or dealers in, the securities to be sold and exchanged
      hereunder.

              


      

      


      
        	
                B.  

              	
                Investment Risk.
      Because of ISA’s financial position and other factors as disclosed
      in ISA’s business plan (which Leach represents he has received and
      reviewed), the  transaction contemplated by this Agreement may
      involve a high degree of financial risk, including the risk that Leach may
      lose his entire investment.  Leach further represents that he
      has undertaken an independent evaluation of the risks associated with his
      purchase of the Shares and understand those risks and is willing to accept
      the risk that he may be required to bear the financial risks of this
      investment for an indefinite period of
time.

              


      

      


      
        	
                C.  

              	
                Access to
      Information.  Leach has been afforded  the
      opportunity to discuss the transaction with legal and accounting
      professionals and to examine and evaluate the financial impact of the sale
      contemplated herein. Leach acknowledges that he has been furnished with
      the information required to conform with the provisions of subparagraph
      (a)(5) of Rule 15c2-11 of the Securities and Exchange
      Commission.

              


      

      


      
        	
                5.  

              	
                Representations and
      Warranties of Leach: Leach hereby covenants, represents and
      warrants to ISA the following:

              


      

      


      
        	
                A.  

              	
                Status.  Leach
      is a individual subject and resident of the United
  Kingdom.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                B.  

              	
                No Third Party Consents
      Necessary.  No authorization, consent, or approval of, or
      registration or filing with, any governmental authority or any other
      person is required to be obtained or made by Leach in connection with the
      execution, delivery, or performance of this Agreement or the transfer of
      the Shares, or if any such is required, Leach will have or will obtain the
      same prior to Closing.

              


      

      


      
        	
                C.  

              	
                Litigation.  Leach
      is not a defendant against whom a claim has been made or a judgment
      rendered in any litigation or proceedings before any local, state, or
      federal government, including but not limited to the United States, or any
      department, board, body, or agency
thereof.

              


      

      


      
        	
                D.  

              	
                Authority.  This
      Agreement has been duly executed by Leach, and the execution and
      performance of this Agreement will not violate, or result in a breach of,
      or constitute a default in, any agreement, instrument, judgment, order, or
      decree to which Leach is a party or to which the Consideration is
      subject.

              


      

      


      
        	
                E.  

              	
                Offshore Transaction.
      Leach represents and warrants to ISA as follows: (i) Leach is not a “U.S.
      person” as that term is defined in Rule 902 of Regulation S; (ii) Leach is
      not, and on the Closing date will not be, an affiliate of ISA; (iii) at
      the execution of this Agreement, as well as the time this transaction is
      or was due, Leach was outside the United States, and no offer to purchase
      the Shares was made in the United States; (iv) Leach agrees that all
      offers and sales of the Shares shall not be made to U.S. persons unless
      the Shares are registered or a valid exemption from registration can be
      relied on under applicable U.S. state and federal securities laws; (v)
      Leach is not a distributor or dealer; (vi) the transactions contemplated
      hereby have not been and will not be made on behalf of any U.S. person or
      pre-arranged by Leach with a purchaser located in the United States or a
      purchaser which is a U.S. person, and such transactions are not and will
      not be part of a plan or scheme to evade the registration provisions of
      the Act; (vii) all offering documents received by Leach include statements
      to the effect that the Shares have not been registered under the
      Securities Act of 1933 and may not be offered or sold in the United States
      or to U.S. Persons (other than distributors as defined in Regulation S)
      during the Restricted Period unless the Shares are registered under the
      Securities Act of 1933 or an exemption from registration is
      available.

              


      

      


      
        	
                F.  

              	
                Accredited
      Investor.  Leach is an accredited investor as that term
      is defined in Rule 501(a) of Regulation D promulgated under the
      Act.  Leach further represents and warrants that the information
      as disclosed in “Exhibit A” attached hereto is true and
      correct.

              


      

      


      
        	
                G.  

              	
                Beneficial
      Owner.  Leach is purchasing stock for his own account or
      for the account of beneficiaries for whom Leach has full investment
      discretion with respect to stock and whom Leach has full authority to
      bind, so that each such beneficiary is bound hereby as if such beneficiary
      were a direct signatory hereunder, and all representations, warranties and
      agreements herein were made directly by such
  beneficiary.

              


      

      


      
        	
                H.  

              	
                Directed Selling
      Efforts.  Leach will not engage in any activity for the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for any of the Shares sold
      hereunder.  To the best of its knowledge, neither Leach nor any
      person acting for Leach has conducted any “directed selling efforts” as
      that term is defined in Rule 902 of Regulation
  S.

              


      

      


      
        	
                I.  

              	
                Independent Investigation;
      Access.  Leach, in electing to purchase the Shares
      herein, has relied solely upon independent investigation made by him and
      his representatives.  Leach has been given no oral or written
      representation or warranty from ISA other than as set forth in this
      Agreement.  Leach and his representatives, if any, have, prior
      to any sale to it, been given access and the opportunity to examine all
      material books and records of ISA, all material contracts and documents
      relating to ISA and this offering and an opportunity to ask questions of,
      and to receive answers from, ISA or any officer of ISA acting on his
      behalf concerning ISA and the terms and conditions of this offering. Leach
      and his advisors, if any, have been furnished with access to all publicly
      available materials relating to the business, finances and operations of
      ISA and materials relating to the offer and sale of the Shares which have
      been requested. Leach and his advisors, if any, have received complete and
      satisfactory answers to any such
inquiries.

              


      

      


      
        	
                J.  

              	
                No Government Recommendation
      or Approval. Leach understands that no United States federal or
      state agency, or similar agency of any other country, has passed upon or
      made any recommendation or endorsement of the Shares, or this
      transaction.

              


      

      


      
        	
                K.  

              	
                No Formation or Membership in
      “Group.”  Leach is not part of a “group” as that term is
      defined under the Act.  Leach is not, and does not intend to
      become, included with two or more persons acting as a partnership,
      syndicate, or other group for the purpose of acquiring, holding or
      disposing of securities of the
Company.

              


      

      


      
        	
                L.  

              	
                Hedging
      Transactions.  Leach hereby agrees not to engage in any
      hedging transactions involving the securities described herein unless in
      compliance with the Act and Regulation S promulgated
      thereunder.

              


      

       

      The
foregoing representations and warranties are true and accurate as of the date
hereof, shall be true and accurate as of the date of the acceptance by ISA of
Leach’s purchase, and shall survive thereafter. If Leach has knowledge, prior to
the acceptance of this Offshore Stock Purchase Agreement by ISA, that any such
representations and warranties shall not be true and accurate in any respect,
Leach prior to such acceptance, will give written notice of such fact to ISA
specifying which representations and warranties are not true and accurate and
the reasons therefore.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                6.  

              	
                Indemnification.  Leach
      agrees to fully indemnify, defend and hold harmless ISA, its officers,
      directors, employees, agents and attorneys from and against any and all
      losses, claims, damages, liabilities and expenses, including reasonable
      attorney's fees and expenses, which may result from a breach of Leach’s
      representations , warranties and agreements contained
    herein.

              


      

      


      
        	
                7.  

              	
                Conditions Precedent
      to ISA’s Closing.  All obligations of ISA under his
      Agreement, and as an inducement to ISA to enter into this Agreement, are
      subject to Leach’s
      covenants         and
      agreements to each of the
following:

              


      

      


      
        	
                A.  

              	
                Acceptance of
      Documents.  All instruments and documents delivered to
      ISA pursuant to this Agreement or reasonably requested by ISA to verify
      the representations and warranties of Leach herein, shall be satisfactory
      to ISA and its legal counsel.

              


      

      


      
        	
                B.  

              	
                Representations and
      Warranties.  The representations and warranties by Leach
      set forth in this Agreement shall be true and correct at and as of the
      Closing date, with the same force and effect as though made at and as of
      the date hereof, except for changes permitted or contemplated by this
      Agreement.

              


      

      


      
        	
                C.  

              	
                No Breach or
      Default.  Leach shall have performed and complied with
      all covenants, agreements, and conditions required by this Agreement to be
      performed or complied with by it prior to or at the
    Closing.

              


      

      


      
        	
                8.  

              	
                Termination.  This
      Agreement may be terminated at any time prior to the date of Closing by
      either party if there shall be any actual or threatened action or
      proceeding by or before any court or any other governmental body which
      shall seek to restrain, prohibit, or invalidate the transaction
      contemplated by this Agreement, and which in the judgment of such party
      giving notice to terminate and based upon the advice of legal counsel
      makes it inadvisable to proceed with the transaction contemplated by this
      Agreement..

              


      

      


      
        	
                9.  

              	
                Restrictive
      Legend.  Leach agrees that the Shares shall bear a
      restrictive legend to the effect that transfer is prohibited except in
      accordance with the provisions of Regulation S, pursuant to registration
      under the Act, or pursuant to an available exemption from registration,
      and that hedging transactions involving those securities may not be
      conducted unless in compliance with the
Act.

              


      

      


      
        	
                10.  

              	
                ISA’s Obligation to
      Refuse Transfer.  Pursuant to Regulation S promulgated
      under the Act, ISA hereby agrees to refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to registration under the Act, or pursuant to an available
      exemption from registration.

              


      

      


      
        	
                11.  

              	
                Miscellaneous.

              


      

      


      
        	
                 
      

              	
                A.

              	
                Authority.  Leach
      and the officer of ISA executing this Agreement are duly authorized to do
      so, and each party has taken all action required for valid
      execution.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Notices.  Any
      notice under this Agreement shall be deemed to have been sufficiently
      given if sent by registered or certified mail, postage prepaid, or by
      express mail service substantially equivalent to Federal Express,
      addressed as follows:

              


      

      


      
        	
                 
      

              	
                 To
      Leach:             Derek
      J. Leach

              


      

      Flat 2,
31 Palace Gate

      London W
85 LZ

      United
Kingdom

      Telephone:
+ 46 522 651 632

      


      
        	
                 
      

              	
                 To
      ISA:               
      Information Systems Associates,
Inc.

              


      

      
        	
                 
      

              	
                 1151
      SW 30th
      Street, Suite E

              


      

      
        	
                 
      

              	
                Palm
      City, Florida 34990

              


      

      
        	
                 
      

              	
                Telephone:
      772.403.2992 Ext. 11

              


      

      


      
        	
                 
      

              	
                C.

              	
                Entire Agreement. This
      Agreement constitutes the entire agreement among the parties hereto with
      respect to the subject matter hereof and supersedes any and all prior or
      contemporaneous representations, warranties, agreements and understandings
      in connection therewith. This Agreement may be amended only by a writing
      executed by all parties hereto.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Severability.  If
      a court of competent jurisdiction determines that any clause or provision
      of this Agreement is invalid, illegal or unenforceable, the other clauses
      and provisions of the Agreement shall remain in full force and effect and
      the clauses and provisions which are determined to be void, illegal or
      unenforceable shall be limited so that they shall remain in effect to the
      extent permissible by law.

              


      

      


      
        	
                 
      

              	
                E.        Assignment.  Leach
      may assign his rights under this Agreement with the consent of ISA only to
      the extent such assignment would (a) be limited to an assignment to a non
      US citizen or resident, (b) be consistent with the other terms and
      conditions of the Agreement, including without limitation the
      representations and warranties made by Leach and (c) not violate, or
      expose ISA to a violation of, any applicable law or
      regulation.  Prior to and as a condition of any assignment,
      Leach shall provide 30 days written notice of any intended assignment,
      identify the proposed assignee, and provide any additional information ISA
      may request about the assignment and/or the proposed
      assignee.  To the extent that the proposed assignment is
      consistent with the conditions set forth above and Leach provides any
      information requested by ISA, ISA shall not unreasonably withhold its
      consent to the assignment.  Any assignment to which ISA consents
      shall be binding on and inure to the benefit of such successor or, in the
      event of death or incapacity, on assignor’s heirs, executors,
      administrators, representatives, and
successors.

              


      

      


      
        	
                 
      

              	
                F.

              	
                Governing Law; Venue;
      Jurisdiction. This Agreement has been negotiated and is being
      contracted for in the United States, State of Florida.  It shall
      be governed by and interpreted in accordance with the laws of the United
      States and the State of Florida, regardless of any conflict-of-law
      provision to the contrary.  In any dispute arising out of or
      connected with this Agreement, each party consents to the exclusive
      jurisdiction of the courts of the State of Florida or the federal district
      court for Florida; each party consents to the personal jurisdiction of
      such courts; and each party waives any objection to personal jurisdiction
      or venue.

              


      

      


      
        	
                 
      

              	
                G.

              	
                Attorney’s
      Fees.  If any legal action or other proceeding (including
      but not limited to binding  arbitration) is brought for the
      enforcement of or to declare any right or obligation under this Agreement
      or as a result of a breach, default or misrepresentation in connection
      with any of the  provisions of this Agreement, or otherwise
      because of a dispute among the parties hereto, the prevailing party will
      be entitled to recover actual attorney’s fees (including for appeals and
      collection  and including the actual cost of in-house counsel,
      if any) and other expenses incurred in such action or proceeding, in
      addition to any other relief to which such party may be
      entitled.

              


      

      


      
        	
                H.  

              	
                Counterparts and
      Facsimile.  This Agreement may be executed in any number
      of identical counterparts, each of which may be deemed an original for all
      purposes.  A fax, telecopy or other reproduction of this
      instrument may be executed by one or more parties hereto and such executed
      copy may be delivered by facsimile or similar instantaneous electronic
      transmission device pursuant to which the signature of or on behalf of
      such party can be seen, and such execution and delivery shall be
      considered valid, binding and effective for all
  purposes.

              


      

      


      
        	
                I.  

              	
                Waiver of Jury
      Trial.  EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
      WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING INVOLVING THIS
      AGREEMENT TO THE FULLEST EXTENT SUCH PARTY MAY LEGALLY AND EFFECTIVELY DO
      SO.

              


      

      


      IN WITNESS WHEREOF, the parties have
executed this agreement below as of the date first set forth above.

      


      
        	
                 
      

              	
                Information
      Systems Associates, Inc.

              


      

      


      


      /s/ Derek J.
Leach_________                                     
By:_/s/ Joseph
Coschera____________

      Derek J.
Leach                                                           
 Joseph Coschera, President