EXHIBIT 10.3

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE  AGREEMENT,  dated as of the 30th day of June, 2011
(the "Agreement"),  is by and between Solar3D,  Inc. a Delaware corporation (the
"Company"), and Roland F. Bryan, an individual (the "Purchaser").


                                   WITNESSETH:

         WHEREAS,  Company owns 100% of the total issued and outstanding capital
stock  (the  "Stock")  of  Wideband  Detection  Technologies,  Inc.,  a  Florida
corporation ("WDTI").

         WHEREAS,  the Company  desires to sell to Purchaser  and the  Purchaser
desires  to  purchase  from the  Company  all of the  Stock  under the terms and
conditions of this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
representations,  warranties and agreements set forth herein, the parties hereto
agree as follows:


                                   ARTICLE I
                           PURCHASE AND SALE OF STOCK
                           ---------------------------

         1.1 CONVEYANCE OF STOCK.  Subject to the terms and conditions set forth
in this Agreement and in reliance upon the representations and warranties of the
Company and Purchaser  herein set forth,  Purchaser  agrees to purchase from the
Company  and the  Company  agrees to sell to the  Purchaser,  at the Closing (as
hereinafter  defined in Section  3.1 of this  Agreement),  all right,  title and
interest in and to the Stock, so that upon the Closing, Purchaser will have good
and marketable title in and to all of the Stock.


                                   ARTICLE II
                   PURCHASE PRICE, PAYMENT AND RELATED MATTERS
                   -------------------------------------------

         2.1 PURCHASE  PRICE.  In  consideration  for the Stock  conveyed to the
Purchaser by the Company at the Closing,  Purchaser will pay a purchase price of
one hundred thousand dollars  ($100,000) (the "Purchase  Price"),  by issuing to
the Company at the Closing a Secured  Promissory Note in the principal amount of
one hundred thousand dollars ($100,000),  bearing simple interest at the rate of
five percent (5%) per annum, and payable  principal and accrued interest in full
on a date five (5) years  after the  Closing  Date,  as  hereinafter  defined in
Section 3.1 of this Agreement.  The Secured  Promissory Note, a copy of which is
attached to this Agreement as Exhibit A, will be secured by a perfected security
interest in ten percent (10%) of the Stock, which will be held by the Company as
collateral for repayment.

                                      -1-
<PAGE>


                                   ARTICLE III
                                   THE CLOSING
                                   -----------

         3.1  TIME  AND  PLACE  OF  CLOSING.  The  closing  of the  transactions
contemplated  hereby  (the  "Closing")  shall take  place at the  offices of the
Company and shall be effective as of June 30, 2011 ("Closing Date").



                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

         The Company represents and warrants to Purchaser that:

         4.1 TITLE TO STOCK.  Upon  consummation  of the  purchase  contemplated
herein, Purchaser will acquire from the Company good and marketable title to the
Stock,  free and clear of all liens,  third party  claims or other  encumbrances
excepting only such  restrictions  upon  transfer,  if any, as may be imposed by
applicable law.

         4.2 DUE AUTHORIZATION.  The Company has all requisite power,  authority
and approvals  required to enter into, execute and deliver this Agreement and to
perform fully the Company's  obligations  hereunder and thereunder.  The Company
has taken all actions  necessary to authorize it to enter into and perform fully
its  obligations  under  this  Agreement  and  to  consummate  the  transactions
contemplated  herein.  This  Agreement  is, and as of the  Closing  will be, the
legal,  valid and binding  obligation of the Company,  enforceable in accordance
with its terms.

         4.3 NO VIOLATION.  Neither the execution and delivery of this Agreement
nor the consummation of the transactions  contemplated  herein will (a) violate,
conflict with, or constitute a default under any contract or other instrument to
which  the  Company  is a party or by which it or its  property  is  bound;  (b)
require the consent of any party to any material  contract or other agreement to
which the  Company are a party or by which it or its  property is bound;  or (c)
violate any laws or orders to which the Company or its property is subject.

         4.4 NO ADVERSE  LITIGATION.  The  Company is not a party to any pending
litigation which seeks to enjoin or restrict the Company's ability to convey the
Stock  hereunder,  nor is any such  litigation  threatened  against the Company.
Furthermore,  there is no litigation  pending or threatened  against the Company
which, if decided adversely to the Company, could adversely affect the Company's
ability to consummate the transactions contemplated in this Agreement.

                                      -2-
<PAGE>

                                   ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   -------------------------------------------

         Purchaser represents and warrants to the Company that:

         5.1 DUE AUTHORIZATION. Purchaser has all requisite power, authority and
approvals  required to enter into,  execute and deliver  this  Agreement  and to
perform fully Purchaser's  obligations  hereunder and thereunder.  Purchaser has
taken all actions  necessary to authorize it to enter into and perform fully its
obligations under this Agreement and to consummate the transactions contemplated
herein. This Agreement is, and as of the Closing,  will be, the legal, valid and
binding obligation of Purchaser, enforceable in accordance with its terms.

         5.2 NO VIOLATION.  Neither the execution and delivery of this Agreement
nor the consummation of the transactions  contemplated  herein will (a) violate,
conflict with, or constitute a default under any contract or other instrument to
which Purchaser is a party or by which  Purchaser or its property is bound;  (b)
require the consent of any party to any material  contract or other agreement to
which  Purchaser  is a party or by which it or its  property  is  bound;  or (c)
violate any laws or orders to which Purchaser or its property is subject.

         5.3 NO BROKER.  No broker,  finder,  agent or similar  intermediary has
acted for or on behalf of  Purchaser  or is entitled to a fee or  commission  in
connection with this Agreement or the transactions contemplated hereby.

         5.4 SECURITIES REPRESENTATIONS.

                  (a)  Purchaser  is  able  to  bear  the  economic  risk  of an
investment in the Stock for an indefinite period of time, can afford the loss of
the entire  investment in the Stock, and will, after making an investment in the
Stock, have sufficient means of providing for such Purchaser's current needs and
possible future contingencies.  Additionally,  Purchaser's overall commitment to
investments  which  are  not  readily  marketable  is  not  disproportionate  to
Purchaser's net worth and this Agreement will not cause such overall  commitment
to become excessive.

                  (b)  The  Stock  will  not  be  sold  by   Purchaser   without
registration  under  applicable  securities acts or a proper exemption from such
registration.

                  (c)  The  Stock  is  being  acquired  by  Purchaser  for  such
Purchaser's own account and risk, for investment purposes,  and not on behalf of
any other  person  or with a view to, or for  resale  in  connection  with,  any
distribution  thereof  within the  meaning  of the  Securities  Act of 1933,  as
amended.  Purchaser  is aware that  there are  substantial  restrictions  on the
transferability of the Stock.

                  (d)  Purchaser  has had  access  to any  and  all  information
concerning  WDTI that such Purchaser and  Purchaser's  financial,  tax and legal
advisors  required or considered  necessary to make a proper  evaluation of this
investment.  In making the  decision to  purchase  the Stock  herein  agreed to,
Purchaser and such  Purchaser's  advisors have relied upon their own independent
investigations and fully understand that there are no guarantees,  assurances or
promises in connection  with any investment  hereunder,  and understand that the
particular  tax  consequences  arising from this  investment in WDTI will depend
upon the individual circumstances of Purchaser.

                                      -3-
<PAGE>

                                   ARTICLE VI
                                 INDEMNIFICATION
                                 ---------------

         6.1  INDEMNITY OF THE COMPANY.  The Company  shall  indemnify  and hold
harmless Purchaser from and against,  and shall reimburse Purchaser with respect
to, all liabilities,  losses, costs and expenses, including, without limitation,
reasonable  attorneys'  fees  and  disbursements   (collectively  the  "Losses")
asserted  against or incurred by the Purchaser by reason of,  arising out of, or
in  connection  with any  material  breach  of any  representation  or  warranty
contained  in  this  Agreement  made  by  the  Company  or in  any  document  or
certificate  delivered  by the  Company  pursuant  to  the  provisions  of  this
Agreement or in connection with the transactions contemplated thereby.

         6.2  INDEMNITY  OF THE  PURCHASER.  The  Purchaser  agrees  to  defend,
indemnify and hold harmless the Company and its affiliates from and against, and
to reimburse the Company and its  affiliates  with respect to, all  liabilities,
losses, costs and expenses, including, without limitation, reasonable attorneys'
fees and  disbursements,  asserted  against or  incurred  by the  Company or its
affiliates  by reason of,  arising out of, or in  connection  with any  material
breach of any representation or warranty contained in this Agreement and made by
Purchaser or in any document or certificate  delivered by Purchaser  pursuant to
the  provisions  of  this  Agreement  or in  connection  with  the  transactions
contemplated thereby.

         6.3 INDEMNIFICATION PROCEDURE. A party (an "Indemnified Party") seeking
indemnification  shall give prompt notice to the other party (the  "Indemnifying
Party") of any claim for  indemnification  arising  under this  Article  VI. The
Indemnifying  Party shall have the right to assume and to control the defense of
any such claim with counsel reasonably  acceptable to such Indemnified Party, at
the Indemnifying Party's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense, in
which event the  Indemnifying  Party shall not be  obligated to pay the fees and
disbursements  of  separate  counsel  for  such in such  action.  In the  event,
however,  that such  Indemnified  Party's  legal counsel  shall  determine  that
defenses may be available to such  Indemnified  Party that are different from or
in addition to those  available to the  Indemnifying  Party, in that there could
reasonably be expected to be a conflict of interest if such  Indemnifying  Party
and the Indemnified Party have common counsel in any such proceeding,  or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying  Party may employ separate counsel to represent or defend such
Indemnified  Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such  Indemnified  Party. No settlement of any such
claim or payment in connection  with any such  settlement  shall be made without
the  prior  consent  of  the  Indemnifying  Party  which  consent  shall  not be
unreasonably withheld.

                                      -4-
<PAGE>

                                  ARTICLE VII
                                   DELIVERIES
                                   ----------

         7.1 ITEMS TO BE DELIVERED TO PURCHASER.

         (a) Certificate(s) representing all of the Stock registered in the name
of the Purchaser; and

         (b) Any other document reasonably requested by Purchaser that Purchaser
deem necessary for the consummation of this transaction.

         7.2 ITEMS TO BE DELIVERED TO THE COMPANY.

         (a) Any  document  reasonably  requested  by the Company  that it deems
necessary for the consummation of this transaction;

         (b) The Purchase Price evidenced by a Secured Promissory Note signed by
the Purchaser; and

         (c) A certificate evidencing ten percent (10%) of the Stock accompanied
by a signed  stock power  endorsed for transfer to the Company in the event of a
default by the  Purchaser  on the  Secured  Promissory  Note,  to be held by the
Company until the Secured Promissory Note is paid in full.


                                  ARTICLE VIII
                                  MISCELLANEOUS
                                  -------------

         8.1  SURVIVAL  OF  REPRESENTATIONS,   WARRANTIES  AND  AGREEMENTS.  All
representations  and warranties and statements made by a party to this Agreement
or in any document or certificate  delivered  pursuant  hereto shall survive the
date of Closing  for two years.  Each of the  parties  hereto is  executing  and
carrying  out  the   provisions   of  this   Agreement  in  reliance   upon  the
representations,  warranties  and  covenants  and  agreements  contained in this
Agreement or at the closing of the transactions herein provided for and not upon
any  investigation  which it might have made or any  representations,  warranty,
agreement,  promise or information,  written or oral, made by the other party or
any other person other than as specifically set forth herein.

         8.2 FURTHER ASSURANCES.  If, at any time after the Closing, the parties
shall consider or be advised that any further  deeds,  assignments or assurances
in law or any other  things are  necessary,  desirable or proper to complete the
transactions  contemplated  herein or to vest, perfect or confirm,  of record or
otherwise,  the  title to any  property  or rights of the  parties  hereto,  the
parties agree that their proper officers and directors shall execute and deliver
all such  proper  deeds,  assignments  and  assurances  in law and do all things
necessary,  desirable  or  proper  to vest,  perfect  or  confirm  title to such
property or rights and otherwise to carry out the purpose of this Agreement, and
that the proper  officers and  directors of the parties are fully  authorized to
take any and all such action.

         8.3 NOTICE. All communications,  notices, requests, consents or demands
given or required under this  Agreement  shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid  registered or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile  or email sent to, the party for whom  intended,  as follows,  or to
such other address,  or facsimile number or email address as may be furnished by
such party by notice in the manner provided herein:


                                      -5-
<PAGE>

                  If to the Company:

                  Solar3D, Inc.
                  6500 Hollister Avenue, Suite 130
                  Goleta, California 93117

                  Attention: James B. Nelson, Chief Executive Officer
                  Email: jnelson@solar3d.com


                  If to Purchaser:

                  Roland F. Bryan
                  6500 Hollister Avenue, Suite 130
                  Goleta, California 93117

                  Attention: Roland F. Bryan
                  Email: rbryan@solar3d.com


         8.4  ENTIRE  AGREEMENT.   This  Agreement,   and  any  instruments  and
agreements  to be  executed  pursuant to this  Agreement,  sets forth the entire
understanding  of the parties  hereto with  respect to the  Agreement's  subject
matter, merges and supersedes all prior and contemporaneous  understandings with
respect to its subject matter and may not be waived or modified,  in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of any
provision of this  Agreement  in any instance  shall be deemed to be a waiver of
the same or any other provision in any other  instance.  Failure of any party to
enforce any  provision of this  Agreement  shall not be construed as a waiver of
its rights under such provision.

         8.5  SUCCESSORS  AND ASSIGNS.  This  Agreement  shall be binding  upon,
enforceable  against and inure to the  benefit of, the parties  hereto and their
respective   heirs,   administrators,   executors,   personal   representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.

         8.6 GOVERNING LAW. This Agreement  shall in all respects be governed by
and construed in accordance  with the laws of the State of  California,  without
giving effect to any conflicts of law principles of that jurisdiction.

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

         8.8  CONSTRUCTION.   Headings  contained  in  this  Agreement  are  for
convenience only and shall not be used in the  interpretation of this Agreement.

                                      -6-
<PAGE>

As used herein,  the singular includes the plural,  and the masculine,  feminine
and neuter gender each includes the others where the context so indicates.

         8.9  SEVERABILITY.  If any  provision  of this  Agreement is held to be
invalid or  unenforceable by a court of competent  jurisdiction,  this Agreement
shall be  interpreted  and  enforceable  as if such  provision  were  severed or
limited,  but only to the extent  necessary  to render such  provision  and this
Agreement enforceable.

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



COMPANY:                        Solar3D, Inc.

                                By:________________________________________
                                   James B. Nelson, Chief Executive Officer



PURCHASER:                      Roland F. Bryan

                                By:________________________________________
                                   Roland F. Bryan, An Individual




































                                      -7-
<PAGE>




                                    EXHIBIT A

                SECURED PROMISSORY NOTE PAYABLE TO SOLAR3D, INC.
<PAGE>
                             SECURED PROMISSORY NOTE



$100,000                                                           June 30, 2011


                            Santa Barbara, California

         FOR VALUE RECEIVED, Roland J. Bryan, an individual (the "Maker") hereby
promises to pay to the order of Solar3D,  Inc., a Delaware corporation ("Payee")
at 6500 Hollister Avenue, Suite 130, Goleta, California 93117, the principal sum
of One Hundred Thousand Dollars U.S. ($100,000) plus simple interest at the rate
of 5% per annum, payable principal and all accrued interest in full on or before
June 30, 2016.

         1. SECURITY. This Note is secured by a first priority security interest
in ten percent (10%) of the  outstanding  shares of the common stock of Wideband
Detection Technologies,  Inc. ("WDTI") owned by Maker (the "Shares").  Upon full
payment  of  this  Note,  as  provided  elsewhere  in  this  Note,  Payee  shall
immediately  execute all documents and take all actions necessary or appropriate
in order to release the security interest of this Note in the Shares.  While the
Shares are pledged as security for this Note,  Payee may foreclose on the Shares
in the event of a default by Maker under this Note, subject to the conditions in
Paragraph 3 herein.  Notwithstanding  anything else herein to the  contrary,  as
this Note is repaid, Maker shall have the option of having a pro rata portion of
the Shares released from the security  interest,  exercisable at any time during
the term of this Note.

         2.  RIGHT OF  PREPAYMENT.  Maker  has the  right to  prepay  all or any
portion  of this  Note  at any  time  during  its  term  without  penalty.  Such
prepayments shall be applied first to interest and then to principal.

         3. DEFAULT.  Any of the following  shall  constitute a default by Maker
hereunder:

         (a)      The  failure  of Maker to make any  payment  of  principal  or
                  interest required hereunder within 30 days of the due date for
                  such payment,  as it may properly be extended  pursuant to the
                  terms of this Note; or

         (b)      The  failure  of Maker to fully  perform  any  other  material
                  covenants and  agreements  under this Note and  continuance of
                  such failure for a period of 30 days after  written  notice of
                  the default by Payee to the Maker.

Upon the occurrence of a default  hereunder,  Payee may, at its option,  declare
immediately  due and  payable  the  entire  unpaid  principal  sum of this  Note
together  with  all  accrued  and  unpaid  interest  owing  at the  time of such
declaration pursuant to this Note.


                                      -1-
<PAGE>


         4. COSTS OF COLLECTIONS.  Payee shall be entitled to collect reasonable
attorney's  fees and costs  from  Maker,  as well as other  costs  and  expenses
reasonably  incurred,  in curing any  default or  attempting  collection  of any
payment due on this Note.

         5. INSPECTION RIGHTS.  Payee,  individually or through its agent, shall
have the right, upon reasonable notice and at its expense, to review and inspect
the books and  records  of WDTI at Maker's  office  during  reasonable  business
hours.

         6. RESTRICTION ON TRANSFER. This Note shall be subject to the following
restrictions:

"This  Note has been  purchased  by means of a  private  placement  exempt  from
Federal  securities  registration  pursuant to Section  4(2) and Rule 506 of the
Securities  Act of 1933,  as  amended,  and exempt  from  California  securities
registration pursuant to Section 25102(f) of the California Corporate Securities
Act of 1968, as amended,  for  offerings  not  involving any public  offering or
solicitation.  This Note may not be sold,  assigned,  transferred  or  otherwise
disposed of to any person or entity until the Note has been registered  under an
effective   registration  statement  filed  with  the  Securities  and  Exchange
Commission,  or an opinion of counsel or other evidence  acceptable to Maker has
been obtained to the effect that such registration is not required."

         7.  PAYMENT.  This Note shall be payable in lawful  money of the United
States.

         8. PLACE OF PAYMENT.  All payments on this Note are to be made or given
to Payee at the  address  provided  to Maker or to such other place as Payee may
from time to time direct by written notice to Maker.

         9. WAIVER. Maker, for itself and its successors, transfers and assigns,
waives presentment, dishonor, protest, notice of protest, demand for payment and
dishonor in nonpayment of this Note, bringing of suit or diligence of taking any
action to collect any sums owing  hereunder or in proceeding  against any of the
rights and properties securing payment hereunder.

         10.  SEVERABILITY.  If any  provision  of this Note or the  application
thereof to any persons or entities or  circumstances  shall,  to any extent,  be
invalid  or  unenforceable,  the  remainder  of this  Note  shall  not be deemed
affected thereby and every provision of this Note shall be valid and enforceable
to the fullest extent permitted by law.

         11. NO PARTNER.  Payee shall not become or be deemed to be a partner or
joint  venturer  with Maker by reason of any  provision  of this  Note.  Nothing
herein  shall  constitute  Maker and Payee as  partners  or joint  venturers  or
require  Payee to  participate  in or be  responsible  or liable  for any costs,
liabilities, expenses or losses of Maker.

         12. NO WAIVER.  The failure to  exercise  any rights  herein  shall not
constitute  a waiver of the right to exercise the same or any other right at any
subsequent time in respect of the same event or any other event.


                                      -2-
<PAGE>

         13.  GOVERNING LAW. This Note shall be governed by and construed solely
in accordance with the laws of the State of California.


         IN WITNESS  WHEREOF,  Maker has executed this Note as of the date first
hereinabove written.


MAKER:


                                 _______________________________________________
                                 Roland F. Bryan



PAYEE:                           Solar3D, Inc., a Delaware corporation


                                 By:
                                    ____________________________________________
                                    James B. Nelson, Chief Executive Officer







































                                      -3-