Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

         STOCK  PURCHASE   AGREEMENT,   dated  as  of  December  7,  2005  (this
"Agreement"),  by and among  HALTER  CAPITAL  CORPORATION,  a Texas  corporation
("Seller"),  ADUROMED  CORPORATION,  a Delaware corporation  ("Purchaser"),  and
GENERAL, a Delaware corporation ("Company").

                               W I T N E S S E T H

         WHEREAS,  Seller  desires to sell to  Purchaser  259,600  shares of the
Company's  common stock,  par value $0.0001 per share (the "Common  Stock") (the
"Shares"),  after the  application of a one-for-five  (1:5) reverse split of the
Company's  capital stock described in its SEC Form 14C filed with the Securities
and  Exchange   Commission  on  October  28,  2005  (the  "Pending  14C"),   and
representing approximately 36% of the Company's issued and outstanding shares of
the Common Stock prior to the transactions  referred to in Section 6.1 below, 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 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.

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

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

         1.2 The  Closing.  The closing (the  "Closing")  of the purchase of the
Shares and the other  transactions  referred to in Section 6.1 hereof shall take
place by means of facsimile  signatures on counterpart  copies exchanged between
counsel to the parties with original documents to follow via overnight delivery,
on or before January 31, 2006, with originally executed documents  thereafter to
be delivered via overnight delivery.  The date of the Closing is herein referred
to as the "Closing Date".

         1.3 Instruments of Conveyance and Transfer. At the Closing Date, Seller
shall deliver certificates representing the Shares to Purchaser duly endorsed by
Seller  to  Purchaser,   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. See Article 6 below.



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<PAGE>

         1.4  Consideration and Payment for the Shares. In consideration for the
Shares,  Purchaser  shall pay to Seller a total  purchase  price of Six  Hundred
Thousand Dollars ($600,000) plus the amount of cash on hand in the Company as of
the Closing Date (the "Purchase Price"),  payable by wire transfer to an account
of Seller,  the  coordinates  of which shall be supplied to Purchaser  not later
than three business days prior to the Closing.

                                    ARTICLE 2
                    REPRESENTATIONS AND WARRANTIES OF SELLER

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

         2.1  Transfer of Title.  Seller  shall  transfer  all right,  title and
interest in and to the Shares to 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.

         2.2 Execution and Delivery

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

                  (b) Valid  Agreement.  This  Agreement  constitutes,  and upon
execution and delivery thereof by Seller,  will constitute,  a valid and binding
agreement of Seller  enforceable  against  Seller in accordance  with its terms,
except as enforceability  may be limited by general principles of equity whether
applied  in a court of law or court of  equity  and by  bankruptcy,  insolvency,
fraudulent  transfer,  reorganization,  moratorium  and similar  laws  affecting
creditors' rights and remedies generally.

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

                  (d) 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 Purchaser;  and on delivery to 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, 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 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.



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<PAGE>

         2.3 No  Governmental  Action  Required.  The  execution and delivery by
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.

         2.4  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution and delivery by Seller and the Company of this  Agreement does not and
will not, and the sale by 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  Seller or any of its or the  Company's  assets,  or result in the
creation or imposition of any lien on any asset of Seller.

         2.5 Not a Voting  Trust:  No Proxies.  None of the Shares is 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,  Seller is not 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.

         2.6 Survival of  Representations.  The  representations  and warranties
herein by 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).

         2.7 Adoption of Company's Representations. Seller adopts and remakes as
its own each and every  representation,  warranty  and  undertaking  made by the
Company  in Article 3 below as if it had made such  representations,  warranties
and undertakings to Purchaser directly.

         2.8 Brokers. No broker,  finder or investment banker is entitled to any
brokerage,  finder's  or other fee or  commission  payable by  Purchaser  or the
Company in connection with the transactions contemplated by this Agreement.

         2.9 Incumbency.  The incumbency on the Closing Date of the officers and
directors of the Company is as set forth in Section 6.6(viii) below.

                                    ARTICLE 3
           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

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



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<PAGE>

         3.1 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.

         3.2  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  articles 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.

         3.3 Subsidiary. The Company owns all the outstanding equity securities,
consisting  of 100  shares of common  stock,  issued by GD  MergerSub,  Inc.,  a
Delaware corporation  ("MergerSub").  MergerSub is in good standing in the State
of Delaware with full power and  authority to enter into the Public  Transaction
Agreement and the Public  Transaction  referred to in Section 6.1 below; and its
president  has been duly  authorized  and  directed  by the  Company to sign the
Public Transaction  Agreement and to close the transaction  contemplated thereby
on behalf of the Company.

                                    ARTICLE 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:

         4.1  Agreement's  Validity.  This  Agreement has been duly executed and
delivered 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.

         4.2  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.

         4.3 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.



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<PAGE>

         4.4  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.

         4.5 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 is 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.

         4.6  Solvency.  Immediately  after  giving  effect to the  transactions
contemplated  by this  Agreement,  the  Purchaser  and the  Company  will not be
insolvent  and the  assets  of the  Purchaser  and  Company  will  exceed  their
liabilities.   In  connection  with  the   consummation   of  the   transactions
contemplated  hereby, the Purchaser does not intend (a) that it would incur, and
does not believe  that it will incur,  debts that would be beyond its ability to
pay as the debts  mature or that it will have  unreasonably  small  capital with
which to engage in its  business  or (b) to hinder,  delay or defraud any of its
creditors

                                    ARTICLE 5
                            COVENANTS OF THE PARTIES

         5.1 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).  Seller
agrees that from and after the Closing, Purchaser will be entitled 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.  If for any reason the Closing does
not occur,  Purchaser agrees to maintain the  confidentiality of and not use for
its benefit  any  information  obtained  about the Company in the course of such
review.

         5.2 Notices and Consents.  Seller will,  and will cause the Company to,
give any notices to third  parties,  and Seller will use its best  efforts,  and
will  cause the  Company  to use its best  efforts,  to obtain  any  third-party
Consents that  Purchaser may request.  Each of the Parties will (and 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.



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<PAGE>

         5.3  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.  Seller will refer all  customer  inquiries
relating to the business of the Company to Purchaser from and after the Closing.

         5.4  Piggy-Back  Registration  Rights.  If at,  any time  from the date
hereof through the second  anniversary of the date hereof,  the Company proposes
to register any of its stock or other  securities  under the  Securities  Act of
1933, as amended (the "33 Act"), in connection with the public offering  thereof
by the  Company or any of its  stockholders  of its  securities  solely for cash
(other than a registration  statement  relating either to the sale of securities
to  employees  of the Company  pursuant  to a stock  option,  stock  purchase or
similar  plan or a Rule 145  transaction  pursuant  to the 33 Act),  the Company
shall, at such time,  promptly give Seller written notice of such  registration.
Upon the  written  request of the Seller  given  within  twenty  (20) days after
mailing of such notice by the Company,  the Company shall cause to be registered
under the 33 Act up to 740,000 shares of Common Stock then owned by Seller or by
its affiliate  Kevin Halter,  Jr.,  which for these  purposes  shall include the
shares issued  pursuant to Section 6.5(d)  (collectively,  "Seller's  Shares") ,
which Seller has requested to be  registered;  provided,  that in the case of an
underwritten public offering,  if the underwriters or their representative shall
reasonably  determine that the inclusion in such offering of the Seller's Shares
will  interfere  therewith,  the  number of  Seller's  Shares  included  in such
offering  will be either  reduced  or  eliminated,  in such  underwriter's  sole
discretion.  The  Company  shall have the right to  terminate  or  withdraw  any
registration  initiated by it under this provision prior to the effectiveness of
such  registration  whether or not Seller has elected to include  securities  in
such  registration.  The  expenses of such  registration  statement or withdrawn
registration  shall be borne by the Company other than underwriting  commissions
and discounts  applicable to Seller's Shares and other than state Blue Sky costs
that are incurred by the Company at the request of the Seller.

         5.5 Reverse Stock  Splits.  For a period of two (2) years from the Date
of Closing the Company  will not effect any reverse  stock splits to delimit the
number of shares of equity securities  outstanding,  except that the Company may
effect a  reverse  stock  split  as  required  by the  National  Association  of
Securities  Dealers,  the American Stock Exchange or other national  exchange or
market in order to list any of the Company's shares on such exchange or market.

         5.6 Rule 14f-1 Information Statement. Forthwith, upon execution of this
Agreement  and prior to the Closing,  the Purchaser  shall use its  commercially
reasonable  efforts to prepare on behalf of the  Company,  to file the same with
the SEC and to mail to its  shareholders  an information  statement  pursuant to
Section  14(f) of the  Securities  Exchange Act of 1934,  as amended,  that will
inform the  shareholders  of the Company of the pending  change of  directors of
Company described in the Public Transaction  Agreement referenced in Section 6.1
below.  The Company and Seller shall  cooperate with Purchaser in a commercially
reasonable  manner to effect such preparation and filing.  Such filings shall be
subject to the prior  written or faxed  approval of the Company.  The  Company's
right to approve or  disapprove  shall in each  instance be deemed waived if not
received by Purchaser  within two (2) business day's faxed  delivery  thereof to
the Company.



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<PAGE>

         5.7 SEC Form 8-K. Unless legal counsel for the Company shall advise and
opine to Purchaser that the same is not required by federal  securities law, the
Company  shall cause to be filed with the SEC within four (4)  business  days of
execution of this Agreement, a Form 8-K covering this Agreement.

         5.8  Indemnification.  From and after the Closing,  the Purchaser shall
cause the Company to indemnify and hold harmless each present and former officer
of  the  Company  to  the  fullest  extent   provided  in  the   Certificate  of
Incorporation  and bylaws of the Company as of the date  hereof  against any and
all costs or expenses (including reasonable attorneys' fees), judgments,  fines,
losses,  claims,  damages or liabilities  incurred in connection with any claim,
action,   suit,   proceeding  or   investigation,   whether   civil,   criminal,
administrative  or  investigative,  arising  out  of or  pertaining  to  matters
existing or occurring  during the period prior to and including the Closing Date
(and the Purchaser shall also cause the Company to advance  expenses as incurred
to the fullest extent provided in the Certificate of Incorporation and bylaws of
the Company as of the date hereof).

         5.9  Liabilities.  At Closing  neither the Company nor MergerSub  shall
have any  liabilities  of any kind and the Company  shall have paid or otherwise
satisfied all such liabilities prior to Closing.

                                    ARTICLE 6
                                   THE CLOSING

         6.1 Contemporaneous Closing with Merger. The Closing shall occur and be
subject to, and  conditioned  upon,  the  simultaneous  closing of the merger of
Purchaser  with the MergerSub  (the "Public  Transaction")  pursuant to a merger
agreement (the "Public Transaction  Agreement") referred to under the provisions
of Clause  5.2(f)(Public  Company Merger) of a Securities  Purchase Agreement by
and among the Purchaser and certain investors ("Investors"), dated September 30,
2005. (A copy of such Clause 5.2(f),  along with the provisions of the "Series A
Certificate of Designations" referred to therein and filed with the Secretary of
State of the State of Delaware are attached hereto as Exhibit A.)

         6.2 Parties'  Rights to Terminate.  The parties  hereto shall use their
commercially  reasonable  efforts,  acting in good faith, to effect execution of
Public Transaction Agreement and the closing of the Public Transaction; and they
and  acknowledge  that the  Public  Transaction  Agreement  it is subject to the
approval of the Investors.  If the Public Transaction  Agreement is not executed
by the parties or not  approved by the  Investors  before  January 1, 2006,  the
Seller shall have the right to cancel this  Agreement  which shall  thereupon be
null, void and without  effect.  If the Closing does not occur on before January
31,  2006,  for  whatever  reason,  this  Agreement  shall  terminate  reserving
nevertheless  the  parties'  respective  rights and  remedies as may result from
breach by any of the other parties'  obligations to use commercially  reasonable
efforts  and to act in good  faith to effect the  Public  Transaction  Agreement
before that date.



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<PAGE>

         6.3  Conditions to the  Obligations  of the  Purchaser at Closing.  The
obligation of the Purchaser  hereunder shall be subject to the  fulfillment,  or
waiver by the  Purchaser,  of each of the following  conditions on or before the
date of Closing (the "Closing Date"):

                  (a)  Accuracy  of   Representations   and   Warrantees.   Each
representation  and warranty of Seller and Company contained in Articles 2 and 3
shall be true on and as of the Closing Date.

                  (b)  Performance.  The  Company  and  Seller  shall  have each
performed  and  complied  in all  material  respects  with  the  agreements  and
conditions contained in this Agreement and the Public Transaction Agreement.

                  (c) Pending SEC Form 14C. The matters described in the Pending
14C referred to in the preamble to this  Agreement  shall have been completed to
the satisfaction of Seller.

                  (d) Disclosure Statement. Upon execution of this Agreement the
Disclosure  Schedule  shall  have been  completed  by Seller  and  delivered  to
Purchaser.

                  (e)  Other  Matters.  All  corporate,   legal,   governmental,
administrative  and  other  proceedings  in  connection  with  the  transactions
contemplated  by this  Agreement and all documents and  instruments  incident to
such transactions shall be reasonably  satisfactory in substance and form to the
Purchaser,  and the Purchaser shall have received all such counterpart originals
or certified or other copies of such documents as they may reasonably request.

         6.4 Conditions to the Obligations of Seller and the Company at Closing.
The obligation of the Seller hereunder shall be subject to the  fulfillment,  or
waiver by the  Seller,  of each of the  following  conditions  on or before  the
Closing Date.

                  (a)   Accuracy  of   Representations   and   Warrantees.   The
representations  and warrantees of the Purchaser contained in Article 4 shall be
true on and as of the Closing Date.

                  (b)  Performance.  The Purchaser shall have each performed and
complied in all material respects with the agreement and conditions contained in
this Agreement and the Public Transaction Agreement.

                  (c)  Other  Matters.  All  corporate,   legal,   governmental,
administrative  and  other  proceedings  in  connection  with  the  transactions
contemplated  by this  Agreement and all documents and  instruments  incident to
such transactions shall be reasonably  satisfactory in substance and form to the
Seller  and the  Company,  and they  shall have  received  all such  counterpart
originals or certified copies of such documents as they reasonably request.

         6.5 Actions at the Closing.  The following  actions shall take place at
or prior to the Closing:

                  (a) Seller shall cause its affiliates to resign as officers of
the  Company to be  replaced by a slate  referenced  in the SEC 14f  information
statement. (See Section 5.6 above.)



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<PAGE>

                  (b) Seller shall have  obtained and delivered to Purchaser all
consents necessary to transfer and assign the Stock to Purchaser.

                  (c) The Purchaser, and the Company and MergerSub,  shall close
the Public Transaction Agreement, referred to in Section 6.1 above providing for
the merger of  Purchaser  with and into the  Company.  Following  the merger the
stockholders  of the Company  (other than  Purchaser  and the equity  holders of
Purchaser  acquiring  shares of the Company in the merger) will  continue to own
1,000,000 shares of the Company's common stock,  inclusive of the 540,000 shares
issued to Kevin Halter, Jr. following the1:5 stock split,  representing in total
5% of the Company's Common Stock outstanding following the merger.

         6.6  Deliveries.  The  Closing  shall  occur  as  a  single  integrated
transaction, as follows.

                  (a) Delivery by Seller. Seller shall, as a condition precedent
to Purchaser's obligations hereunder, deliver to Purchaser:

                           (i)   Certificate(s)   evidencing   the  Shares  duly
endorsed or with executed stock powers to effect transfer to the Purchaser;

                           (ii) Copies of  resolutions by the Board of Directors
of the  Company,  certified  by its  Secretary,  approving  the  terms  of  this
Agreement, the execution of the Agreement by the Company, the action to be taken
by the Company  hereunder,  including the action set forth in Subsection  6.1(g)
above; and

                           (iii)  Copies of all  books,  records  and  documents
relating to the Company,  including the  corporate  records and stock records of
the  Company,  and  all  other  material  relating  to the  Company  then in its
possession or control;

                           (iv)  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;

                           (v) The Consents;

                           (vi) The Disclosure Schedule;

                           (vii) The resignation of Pam Halter and Kevin Halter,
Jr. as members of the Company's Board of Directors.

                           (vii) a  certificate  of the Secretary of the Company
setting forth the incumbency of the officers and directors of the Company at the
time next preceding the Closing to be as follows:

                           Directors: Pam Halter, Kevin Halter, Jr.
                           Officers: President and CEO - Kevin Halter, Jr.;
                                     Secretary - Pam Halter.



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<PAGE>

                  (b) Delivery by Purchaser.  Purchaser  shall deliver to Seller
the  Purchase  Price  in  U.S.  currency  by  wire  transfer  to a bank  account
designated  in writing by Seller at least three (3)  business  days prior to the
Closing Date.

         6.7 Post-Closing Actions.

                  (a) Immediately  following the Closing the Company shall cause
a  Certificate  of Merger with the  Secretary  of State of the State of Delaware
pursuant to Section 251 of the Delaware  General  Corporation  Law to effect the
Public Transaction.

                  (b)  Within  ten  (10)  days  following  Closing,  Seller  and
Purchaser and each newly appointed executive officer and director of the Company
and each 10% beneficial  shareholder of the Company shall file a Form 3 with the
SEC  pursuant  to Section  16 of the  Securities  Exchange  Act of 1934 (the "34
Act").

                  (c) Within  four (4)  business  days  following  Closing,  the
Purchaser  shall cause the  Company to file a Form 8-K with the SEC,  disclosing
the Public  Transaction,  the change of control,  issuance of shares,  change of
management, change of accountants, information about the newly-acquired business
and as  otherwise  required  by the  provisions  of the  Form  pursuant  to Rule
15(c)2-11  promulgated under the '34 Act and containing the financial statements
required  thereunder.  Seller  and the  Company  shall  use  their  commercially
reasonable efforts, both prior to and after the Closing, to assist the Purchaser
in  preparing  such  Form  8-K as to the  information  to be  contained  therein
relating to the Company and its financials for the periods prior to the Closing.

                  (d) Within ten (10) days after Closing, Seller and each holder
of common stock of five percent (5%) of the Company's  outstanding  common stock
will file a Schedule  13D or 13G, as  appropriate,  containing  all  information
required thereby.

                                    ARTICLE 7
                                 INDEMNIFICATION

         7.1 Purchaser Claims.

                  (a) Seller shall  indemnify and hold harmless  Purchaser,  its
successors and assigns, against, and in respect of:

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

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

                                    (B) 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



                                       10
<PAGE>

                                    (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 Seller's dealings,  agreement, or arrangement
with such Person.

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

                  (b) 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.

                  (c) 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  of  twelve  months  ("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.

                  (d) 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 is
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.

         7.2  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.

         7.3 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


                                       11
<PAGE>

Purchaser  of any  covenant  set forth  herein or any  failure  to  fulfill  any
obligation  set forth herein,  including,  but not limited to, the obligation to
satisfy  the  Assumed  Liabilities;  (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.

         7.4 Limitations.  No party shall bear any liability to the other unless
all claims  brought under this Article shall equal or exceed  $50,000,  and then
only to the extent of such  claims in excess of  $50,000.  In no event shall the
total obligations of Seller under this Article exceed the sum of $200,000.

         7.5  Exclusive  Remedy.  Except  in the case of  fraud  or  intentional
misrepresentation, Purchaser acknowledges and agrees that following the Closing,
the  indemnification  provisions  of this  Article  VII  shall  be the  sole and
exclusive  remedy of each  party  with  respect to  breaches  of this  Agreement
(including any breach of the representations and warranties in this Agreement or
any  certificate  delivered  pursuant to this  Agreement  and for any failure to
perform and comply with any covenants and agreements in this Agreement).

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1 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.

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



                                       12
<PAGE>

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

                                    Aduromed Corporation
                                    c/o James M .Rae, Esq.
                                    Stairs Dillenbeck Finley
                                    330 Madison Avenue, 29th Floor
                                    New York, New York 10017

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

         8.4  Consent to  Jurisdiction.  Each party  irrevocably  submits to the
jurisdiction of the appropriate state or federal courts in the State of Delaware
for the  purposes of any suit,  action or other  proceeding  arising out of this
Agreement or any transaction contemplated hereby or thereby.

         8.5 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.

         8.6 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
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.

         8.7  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



                                       13
<PAGE>

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.

         8.8 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.

         8.9 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,  and in no event shall this
Agreement be rendered void or unenforceable.

         8.10  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.

         8.11  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.

         8.12  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.

         8.13 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.

         8.14  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 their respective tax
accountants,  legal  advisors  and  taxing  governmental  authorities,   without



                                       14
<PAGE>

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.  Seller, for itself and its affiliates,  successors,  and
assigns  (collectively  the "Releasing  Parties")  hereby 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 it or  they,  individually,  collectively,  or
otherwise,  have or may  have or  assert  or may  assert  against  the  Company,
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, 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.

                            [Signature Page Follows]



















                                       15
<PAGE>

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

                           HALTER CAPITAL CORPORATION



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


                                                     ADUROMED CORPORATION



                                                  By: /s/ Damien R. Tanaka
                                                     ---------------------------
                                                     Damien R. Tanaka, President


                                                     GENERAL DEVICES, INC.



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









                                       16
<PAGE>

                              DISCLOSURE STATEMENT
                        (See Articles 2 and 3 Agreement)

                                      NONE