Unassociated Document


    Exhibit
      10.1  

     

    STOCK
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT (this
      “Agreement”), entered
      into as of the 4th
      day of
      October, 2007, is made by and between Kingsgate Development, Ltd. and Eastern
      Glow Investment, Ltd.
      (together,
      are referred to herein as the“Shareholders”),
      Isdera,
      North America, Inc.
      (“ISDERA”),
      and Cosell
      Investments,
      Ltd. (the
      “Buyer”).

    


    Whereas,
      the
      Shareholders desire to sell to the Buyer and the Buyer wishes to purchase and
      acquire from the Shareholders all of the Shareholders’ shares of capital stock
      of ISDERA, pursuant to the terms and conditions of this Agreement.

    


    Now,
      Therefore,
      in
      consideration of the representations, warranties and agreements set forth
      herein, the parties hereto hereby agree as follows:

    


    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

    


    1.1 Definitions.
      In this
      Agreement the following terms will have the following meanings:

    


    
      	 	
              (a)

            	
              “Agreement”
                means this Stock Purchase
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              “Closing”
                means the completion, on the date hereof, of the transactions contemplated
                hereby in accordance with Article 7 hereof;


            


    

    


    
      	 	
              (c)

            	
              “Place
                of Closing”
                means such place as the Buyer and ISDERA may mutually agree
                upon;

            


    

    


    
      	 	
              (d)

            	
              “ISDERA
                Accounts Payable and Liabilities”
                means all accounts payable and liabilities of ISDERA, on a consolidated
                basis, due and owing or otherwise constituting a binding obligation
                of
                ISDERA (other than an ISDERA Material Contract) as of September 30,
                2007,
                as set forth is Schedule “A”
hereto;

            


    

    


    
      	 	
              (e)

            	
              “ISDERA
                Accounts Receivable”
                means all accounts receivable and other debts owing to ISDERA, on
                a
                consolidated basis, as of September 30, 2007, as set forth in Schedule
“B”
                hereto;

            


    

    


    
      	 	
              (f)

            	
              “ISDERA
                Assets”
                means the undertaking and all the property and assets of the ISDERA
                Business of every kind and description wheresoever situated including,
                without limitation, ISDERA Equipment, ISDERA Inventory, ISDERA Material
                Contracts, ISDERA Accounts Receivable, ISDERA Cash, ISDERA Intangible
                Assets and ISDERA Goodwill, and all credit cards, charge cards and
                banking
                cards issued to ISDERA;

            


    

    


    
      	 	
              (g)

            	
              “ISDERA
                Bank Accounts”
                means all of the bank accounts, lock boxes and safety deposit boxes
                of
                ISDERA or relating to the ISDERA Business as set forth in Schedule
“C”
                hereto;

            


    

    


    
      	 	
              (h)

            	
              “ISDERA
                Business”
                means all aspects of any business conducted by
                ISDERA;

            


    

    


    
      	 	
              (i)

            	
              “ISDERA
                Cash”
                means all cash on hand or on deposit to the credit of ISDERA on the
                date
                hereof;

            


    

    


    
      	 	
              (j)

            	
              “ISDERA
                Common Shares”
                means the shares of common stock in the capital of
                ISDERA;

            


    

    


    
      	 	
              (k)

            	
              “ISDERA
                Debt to Related Parties”
                means the debts owed by ISDERA to any affiliate, director or officer
                of
                ISDERA as described in Schedule “D”
hereto;

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              (l)

            	
              “ISDERA
                Equipment”
                means all machinery, equipment, furniture, and furnishings used in
                the
                ISDERA Business, including, without limitation, the items more
                particularly described in Schedule “E”
hereto;

            


    

    


    
      	 	
              (m)

            	
              “ISDERA
                Financial Statements”
                means, collectively, the audited consolidated financial statements
                of
                ISDERA for the fiscal year ended June 30, 2007, and the unaudited
                consolidated financial statements of ISDERA for the period ended
                September
                30, 2007, true copies of which are attached as Schedule “F”
                hereto;

            


    

    


    
      	 	
              (n)

            	
              “ISDERA
                Goodwill”
                means the goodwill of the ISDERA Business including the right to
                all
                corporate, operating and trade names associated with the ISDERA Business,
                or any variations of such names as part of or in connection with
                the
                ISDERA Business, all books and records and other information relating
                to
                the ISDERA Business, all necessary licenses and authorizations and
                any
                other rights used in connection with the ISDERA
                Business;

            


    

    


    
      	 	
              (o)

            	
              “ISDERA
                Insurance Policies”
                means the public liability insurance and insurance against loss or
                damage
                to the ISDERA Assets and the ISDERA Business as described in Schedule
“G”
                hereto;

            


    

    


    
      	 	
              (p)

            	
              “ISDERA
                Intangible Assets”
                means all of the intangible assets of ISDERA, including, without
                limitation, ISDERA Goodwill, all trademarks, logos, copyrights, designs,
                and other intellectual and industrial property of
                ISDERA;

            


    

    


    
      	 	
              (q)

            	
              “ISDERA
                Inventory”
                means all inventory and supplies of the ISDERA Business as of September
                30, 2007, as set forth in Schedule “H”
hereto;

            


    

    


    
      	 	
              (r)

            	
              “ISDERA
                Material Contracts”
                means the burden and benefit of and the right, title and interest
                of
                ISDERA in, to and under all trade and non-trade contracts, engagements
                or
                commitments, whether written or oral, to which ISDERA is entitled,
                whereunder ISDERA is obligated to pay or entitled to receive the
                sum of
                $250 or more including, without limitation, any pension plans, profit
                sharing plans, bonus plans, loan agreements, security agreements,
                indemnities and guarantees, any agreements with employees, lessees,
                licensees, managers, accountants, suppliers, agents, distributors,
                officers, directors, attorneys or others which cannot be terminated
                without liability on not more than one month's notice, and those
                contracts
                listed in Schedule “I” hereto; and

            


    

    


    
      	 	
              (s)

            	
              “Shares”
                shall mean the ISDERA Common Shares to be sold to Buyer by ISDERA
                hereunder.

            


    

    


    Any
      other
      terms defined within the text of this Agreement will have the meanings so
      ascribed to them.

    



    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    1.2 Captions
      and Section Numbers.
      The
      headings and section references in this Agreement are for convenience of
      reference only and do not form a part of this Agreement and are not intended
      to
      interpret, define or limit the scope, extent or intent of this Agreement or
      any
      provision thereof.

    


    1.3 Section
      References and Schedules.
      Any
      reference to a particular “Article”, “section”, “paragraph”, “clause” or other
      subdivision is to the particular Article, section, clause or other subdivision
      of this Agreement and any reference to a Schedule by letter will mean the
      appropriate Schedule attached to this Agreement and by such reference the
      appropriate Schedule is incorporated into and made part of this Agreement.
      

    


    1.4 Severability
      of Clauses.
      If any
      part of this Agreement is declared or held to be invalid for any reason, such
      invalidity will not affect the validity of the remainder which will continue
      in
      full force and effect and be construed as if this Agreement had been executed
      without the invalid portion, and it is hereby declared the intention of the
      parties that this Agreement would have been executed without reference to any
      portion which may, for any reason, be hereafter declared or held to be
      invalid.

    


    ARTICLE
      2

    PURCHASE
      AND SALE

    


    2.1 Issuance
      of the Shares.
      Subject
      to all of the terms and conditions of this Agreement, the Shareholders do hereby
      sell, assign, transfer and convey to the Buyer, and the Buyer does hereby
      purchase and accept from the Shareholders, all of the Shares as set forth on
      Exhibit
      A,
      free
      and clear of all encumbrances, liens, charges and claims, which Shares represent
      34.9% of the capital stock of ISDERA.

    


    2.2 Purchase
      Price; Payment. The
      purchase price for the Shares is $245,000 (collectively the “Purchase
      Price”)
      and
      shall be paid by wire transfer of immediately available funds or bank or
      certified check in accordance with Exhibit
      A.
      The
      parties approve the distribution of the Purchase Price as set forth on
Exhibit
      A.

     

    ARTICLE
      3

    SHAREHOLDERS’
      REPRESENTATIONS AND WARRANTIES

    


    3.1 Representations
      and Warranties.
      The
      Shareholders and ISDERA jointly and severally make the representations and
      warranties set forth below and intend and acknowledge that the Buyer will rely
      thereon in entering into this Agreement and in approving and completing the
      transactions contemplated hereby. Any schedules described in or contemplated
      by
      such representations and warranties shall be prepared both as of the date of
      this Agreement and as of the date of the Closing.

    


    The
      Shareholders

    


    
      	 	
              (a)

            	
              Power
                and Capacity.
                Each Shareholder has the power, authority and capacity to enter into
                this
                Agreement and to consummate the transactions contemplated hereby.
                This
                Agreement constitutes each Shareholder’s valid, legal and binding
                obligation and is enforceable against such Shareholder in accordance
                with
                its terms, subject, however, as to enforcement, to bankruptcy, insolvency,
                fraudulent transfer, moratorium and similar laws of general applicability
                relating to or affecting creditors’
rights;

            


    

    


    ISDERA
      - Corporate Status and Capacity

    


    
      	 	
              (b)

            	
              Incorporation.
                ISDERA is a corporation duly incorporated and validly subsisting
                under the
                laws of the State of New York, and is in good standing with the office
                of
                the Secretary of State for the State of New
                York;

            


    

    


    
      	 	
              (c)

            	
              Carrying
                on Business.
                ISDERA conducts the business as described in the SEC Documents. ISDERA
                is
                not required to register or otherwise be qualified to carry on business
                in
                any foreign jurisdiction;

            


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    
      	 	
              (d)

            	
              Corporate
                Capacity.
                ISDERA has the corporate power, capacity and authority to own the
                ISDERA
                Assets;

            


    

    


    
      	 	
              (e)

            	
              Reporting
                Status; Listing.
                ISDERA is required to file current reports with the Securities and
                Exchange Commission pursuant to section 12(g) of the Securities Exchange
                Act of 1934, as amended (the “Exchange Act”) and ISDERA’s Common Shares
                are quoted on the National Association of Securities Dealers, Inc.’s
                Over-the-Counter Bulletin Board System (the “OTC Bulletin Board”). ISDERA
                has filed all reports required to be filed by it under the Exchange
                Act,
                including pursuant to Section 13(a) or 15(d) thereof, for the five
                years
                preceding the date hereof (or such shorter period as the ISDERA was
                required by law to file such material) (the foregoing materials being
                collectively referred to herein as the “SEC Documents”) and is current
                with respect to its Exchange Act filing requirements.  As of their
                respective dates, the SEC Documents complied in all material respects
                with
                the requirements of the Securities Act of 1933, as amended (the
                “Securities Act”) and the Exchange Act and the rules and regulations of
                the Commission promulgated thereunder, and none of the SEC Documents,
                when
                filed, contained any untrue statement of a material fact or omitted
                to
                state a material fact required to be stated therein or necessary
                in order
                to make the statement therein, in light of the circumstances under
                which
                they were made, not misleading.  All material agreements to which
                ISDERA is a party or to which the property or assets of ISDERA are
                subject
                have been appropriately filed as exhibits to the SEC Documents as
                and to
                the extent required under the Exchange Act.  The financial statements
                of ISDERA included in the SEC Documents comply in all material respects
                with applicable accounting requirements and the rules and regulations
                of
                the Commission with respect thereto as in effect at the time of filing,
                were prepared in accordance with GAAP applied on a consistent basis
                during
                the periods involved (except as may be indicated in the notes thereto,
                or,
                in the case of unaudited statements, as permitted by Form 10-QSB
                of the
                Commission), and fairly present in all material respects (subject
                in the
                case of unaudited statements, to normal, recurring audit adjustments)
                the
                financial position of ISDERA as at the dates thereof and the results
                of
                its operations and cash flows for the periods then ended.  ISDERA is
                not aware of any facts which would make ISDERA’s Common Stock ineligible
                for quotation on the OTC Bulletin Board;


            


    

     

    ISDERA
      - Capitalization

    


    
      	 	
              (f)

            	
              Authorized
                Capital.
                The authorized capital of ISDERA consists of: (i) 50,000,000 ISDERA
                Common
                Shares, $0.001 par value, of which 4,284,400 ISDERA Common Shares
                are
                presently issued and outstanding.

            


    

    


    
      	 	
              (g)

            	
              No
                Option.
                No person, firm or corporation has any agreement, warrant or option
                or any
                right capable of becoming an agreement or option for the acquisition
                of
                ISDERA Common Shares or for the purchase, subscription or issuance
                of any
                other securities of ISDERA;

            


    

    


    ISDERA
      - Records and Financial Statements

    


    
      	 	
              (h)

            	
              Charter
                Documents.
                The charter documents of ISDERA have not been altered since its
                incorporation, except as filed in the record books of
                ISDERA;

            


    

    


    
      	 	
              (i)

            	
              Corporate
                Minute Books.
                The corporate minute books of ISDERA are complete and each of the
                minutes
                contained therein accurately reflect the actions that were taken
                at a duly
                called and held meeting or by consent without a meeting. All actions
                by
                ISDERA which required director or shareholder approval are reflected
                on
                the corporate minute books of ISDERA. ISDERA is not in violation
                or breach
                of, or in default with respect to, any term of their respective
                Certificates of Incorporation (or other charter documents) or
                by-laws.

            


    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    
      	 	
              (j)

            	
              ISDERA
                Financial Statements.
                The ISDERA Financial Statements present fairly, in all material respects,
                the assets and liabilities (whether accrued, absolute, contingent
                or
                otherwise) of ISDERA, on a consolidated basis, as of the respective
                dates
                thereof, and the sales and earnings of the ISDERA Business during
                the
                periods covered thereby, in all material respects and have been prepared
                in substantial accordance with generally accepted accounting principles
                consistently applied;

            


    

    


    
      	 	
              (k)

            	
              ISDERA
                Accounts Payable and Liabilities.
                There are no liabilities, contingent or otherwise, of ISDERA which
                are not
                disclosed in Schedule “A” hereto or reflected in the ISDERA Financial
                Statements and ISDERA has not guaranteed or agreed to guarantee any
                debt,
                liability or other obligation of any person, firm or corporation.
                Without
                limiting the generality of the foregoing, all accounts payable and
                liabilities of ISDERA as of September 30, 2007 are described in Schedule
                “A” hereto;

            


    

    


    
      	 	
              (l)

            	
              ISDERA
                Accounts Receivable.
                All the ISDERA Accounts Receivable result from bona fide business
                transactions and services actually rendered without, to the knowledge
                and
                belief of ISDERA, any claim by the obligor for set-off or
                counterclaim;

            


    

    


    
      	 	
              (m)

            	
              ISDERA
                Bank Accounts.
                All of the ISDERA Bank Accounts, their location, numbers and the
                authorized signatories thereto are as set forth in Schedule “C”
                hereto;

            


    

    


    
      	 	
              (n)

            	
              No
                Debt to Related Parties.
                Except as disclosed in Schedule “D” hereto, ISDERA is not, and on Closing
                will not be, indebted to any affiliate, director or officer of
                ISDERA;

            


    

    


    
      	 	
              (o)

            	
              No
                Related Party Debt to ISDERA.
                No director or officer or affiliate of ISDERA is now indebted to
                or under
                any financial obligation to ISDERA on any account
                whatsoever;

            


    

    


    
      	 	
              (p)

            	
              No
                Dividends.
                No dividends or other distributions on any shares in the capital
                of ISDERA
                have been made, declared or authorized since the date of ISDERA Financial
                Statements;

            


    

    


    
      	 	
              (q)

            	
              No
                Payments.
                No payments of any kind have been made or authorized since the date
                of the
                ISDERA Financial Statements to or on behalf of officers, directors,
                shareholders or employees of ISDERA or under any management agreements
                with ISDERA, except payments made in the ordinary course of business
                and
                at the regular rates of salary or other remuneration payable to
                them;

            


    

    


    
      	 	
              (r)

            	
              No
                Pension Plans.
                There are no pension, profit sharing, group insurance or similar
                plans or
                other deferred compensation plans affecting
                ISDERA;

            


    

    


    
      	 	
              (s)

            	
              No
                Adverse Events.
                Since the date of the ISDERA Financial
                Statements

            


    

    


    
      	 	
              (i)

            	
              there
                has not been any adverse change in the financial position or condition
                of
                ISDERA, its liabilities or the ISDERA Assets or any damage, loss
                or other
                change in circumstances affecting ISDERA, the ISDERA Business or
                the
                ISDERA Assets or ISDERA’s right to carry on the ISDERA Business, other
                than changes in the ordinary course of
                business,

            


    

    


    
      	 	
              (ii)

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) adversely affecting ISDERA, the ISDERA Business
                or
                the ISDERA Assets,

            


    

    


    
      	 	
              (iii)

            	
              there
                has not been any increase in the compensation payable or to become
                payable
                by ISDERA to any of ISDERA’s officers, employees or agents or any bonus,
                payment or arrangement made to or with any of
                them,

            


    

    


    
      	 	
              (iv)

            	
              the
                ISDERA Business has been and continues to be carried on in the ordinary
                course,

            


    

    


    
      	 	
              (v)

            	
              ISDERA
                has not waived or surrendered any right of material
                value,

            


    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    


    


    
      	 	
              (vi)

            	
              ISDERA
                has not discharged or satisfied or paid any lien or encumbrance or
                obligation or liability other than current liabilities in the ordinary
                course of business, and

            


    

    


    
      	 	
              (vii)

            	
              no
                capital expenditures in excess of $250 individually or $500 in total
                have
                been authorized or made.

            


    

    


    ISDERA
      - Income Tax Matters

    


    
      	 	
              (t)

            	
              Tax
                Returns.
                All tax returns and reports of ISDERA required by law to be filed
                have
                been filed and are true, complete and correct, and any taxes payable
                in
                accordance with any return filed by ISDERA or in accordance with
                any
                notice of assessment or reassessment issued by any taxing authority
                have
                been so paid;

            


    

    


    
      	 	
              (u)

            	
              Current
                Taxes.
                Adequate provisions have been made for taxes payable for the current
                period for which tax returns are not yet required to be filed and
                there
                are no agreements, waivers, or other arrangements providing for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by ISDERA.
                There
                are no contingent tax liabilities or any grounds which would prompt
                a
                reassessment including aggressive treatment of income and expenses
                in
                filing earlier tax returns;

            


    

    


    ISDERA
      - Applicable Laws and Legal Matters

    


    
      	 	
              (v)

            	
              Licenses.
                ISDERA holds all licenses and permits as may be requisite for carrying
                on
                the ISDERA Business in the manner in which it has heretofore been
                carried
                on, which licenses and permits have been maintained and continue
                to be in
                good standing except where the failure to obtain or maintain such
                licenses
                or permits would not have an adverse effect on the ISDERA
                Business;

            


    

    


    


    
      	 	
              (w)

            	
              Applicable
                Laws.
                ISDERA has not been charged with or received notice of breach of
                any laws,
                ordinances, statutes, regulations, by-laws, orders or decrees to
                which
                they are subject or which apply to them the violation of which would
                have
                an adverse effect on the ISDERA Business (greater than $250), and
                to
                ISDERA’s knowledge, ISDERA is not in breach of any laws, ordinances,
                statutes, regulations, bylaws, orders or decrees the contravention
                of
                which would result in an adverse impact on the ISDERA
                Business;

            


    

    


    
      	 	
              (x)

            	
              Pending
                or Threatened Litigation.
                There is no litigation or administrative or governmental proceeding
                pending or threatened against or relating to ISDERA, the ISDERA Business,
                or any of the ISDERA Assets nor does ISDERA have any knowledge after
                due
                investigation of any deliberate act or omission of ISDERA that would
                form
                any basis for any such action or
                proceeding;

            


    

    


    
      	 	
              (y)

            	
              No
                Bankruptcy.
                ISDERA has not made any voluntary assignment or proposal under applicable
                laws relating to insolvency and bankruptcy and no bankruptcy petition
                has
                been filed or presented against ISDERA and no order has been made
                or a
                resolution passed for the winding-up, dissolution or liquidation
                of
                ISDERA; 

            


    

    


    
      	 	
              (z)

            	
              Labor
                Matters.
                ISDERA is not party to any collective agreement relating to the ISDERA
                Business with any labor union or other association of employees and
                no
                part of the ISDERA Business has been certified as a unit appropriate
                for
                collective bargaining or, to the best knowledge of ISDERA, has made
                any
                attempt in that regard;

            


    

    


    
      	 	
              (aa)

            	
              Finder's
                Fees.
                ISDERA is not party to any agreement which provides for the payment
                of
                finder's fees, brokerage fees, commissions or other fees or amounts
                which
                are or may become payable to any third party in connection with the
                execution and delivery of this Agreement and the transactions contemplated
                herein;

            


    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    


    


    Execution
      and Performance of Agreement

    


    
      	 	
              (bb)

            	
              Authorization
                and Enforceability.
                The completion of the transactions contemplated hereby, have been
                duly and
                validly authorized by all necessary corporate action on the part
                of
                ISDERA;

            


    

    


    
      	 	
              (cc)

            	
              No
                Violation or Breach.
                The execution and performance of this Agreement will
                not:

            


    

    


    
      	 	
              (i)

            	
              violate
                the charter documents of ISDERA or result in any breach of, or default
                under, any loan agreement, mortgage, deed of trust, or any other
                agreement
                to which ISDERA is a party,

            


    

    


    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, the ISDERA Material Contracts, or any right or
                rights
                enjoyed by ISDERA,

            


    

    


    
      	 	
              (iii)

            	
              result
                in any alteration of ISDERA’s obligations under any agreement to which
                ISDERA is a party including, without limitation, the ISDERA Material
                Contracts,

            


    

    


    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                ISDERA
                Assets,

            


    

    


    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to ISDERA relating to the
                ISDERA
                Assets, or

            


    

    


    
      	 	
              (vi)

            	
              violate
                any court order or decree to which ISDERA is
                subject;

            


    

    


    ISDERA
      Assets - Ownership and Condition

    


    
      	 	
              (dd)

            	
              Business
                Assets.
                The ISDERA Assets comprise all of the property and assets of the
                ISDERA
                Business, and no other person, firm or corporation owns any assets
                used by
                ISDERA in operating the ISDERA Business, whether under a lease, rental
                agreement or other arrangement, other than as disclosed in Schedules
“E”
                or “H” hereto;

            


    

    


    
      	 	
              (ee)

            	
              Title.
                ISDERA is the legal and beneficial owner of the ISDERA Assets, free
                and
                clear of all mortgages, liens, charges, pledges, security interests,
                encumbrances or other claims whatsoever, save and except as disclosed
                in
                Schedules “E” or “H” hereto;

            


    

    


    
      	 	
              (ff)

            	
              No
                Option.
                No person, firm or corporation has any agreement or option or a right
                capable of becoming an agreement for the purchase of any of the ISDERA
                Assets;

            


    

    


    
      	 	
              (gg)

            	
              ISDERA
                Insurance Policies.
                ISDERA does not maintain public liability insurance and insurance
                against
                loss or damage to the ISDERA Assets and the ISDERA
                Business;

            


    

    


    
      	 	
              (hh)

            	
              ISDERA
                Material Contracts.
                The ISDERA Material Contracts listed in Schedule “I” constitute all of the
                material contracts of ISDERA;

            


    

    


    
      	 	
              (ii)

            	
              No
                Default.
                There has not been any default in any obligation of ISDERA or any
                other
                party to be performed under any of the ISDERA Material Contracts,
                each of
                which is in good standing and in full force and effect and unamended
                (except as disclosed in Schedule “I” hereto), and ISDERA is not aware of
                any default in the obligations of any other party to any of the ISDERA
                Material Contracts;

            


    

    


    
      	 	
              (jj)

            	
              No
                Compensation on Termination.
                There are no agreements, commitments or understandings relating to
                severance pay or separation allowances on termination of employment
                of any
                employee of ISDERA. ISDERA is not obliged to pay benefits or share
                profits
                with any employee after termination of employment except as required
                by
                law;

            


    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    


    


    ISDERA
      Assets - ISDERA Equipment

    


    
      	 	
              (kk)

            	
              ISDERA
                Equipment.
                The ISDERA Equipment has been maintained in a manner consistent with
                that
                of a reasonably prudent owner and such equipment is in good working
                condition;

            


    

    


    ISDERA
      Assets - ISDERA Goodwill and Other Assets

    


    
      	 	
              (ll)

            	
              ISDERA
                Goodwill.
                ISDERA does not carry on the ISDERA Business under any other business
                or
                trade names. ISDERA does not have any knowledge of any infringement
                by
                ISDERA of any patent, trademarks, copyright or trade
                secret;

            


    

    


    ISDERA
      Business

    


    
      	 	
              (mm)

            	
              Maintenance
                of Business.
                Since the date of the ISDERA Financial Statements, ISDERA has not
                entered
                into any agreement or commitment except as disclosed
                herein;

            


    

    


    
      	 	
              (nn)

            	
              Subsidiaries.
                ISDERA does not own any subsidiaries and does not otherwise own,
                directly
                or indirectly, any shares or interest in any other corporation,
                partnership, joint venture or firm;
                and

            


    

    


    ISDERA
      - Shares

    


    
      	 	
              (oo)

            	
              Shares.
                The Shares when delivered to the Buyer shall be validly issued and
                outstanding as fully paid and non-assessable shares and the Shares
                shall
                be transferable upon the books of ISDERA, in all cases subject to
                the
                provisions and restrictions of all applicable securities
                laws.

            


    

    


    3.2 Survival.
      The
      representations and warranties herein will be true at and as of the date hereof
      in all material respects. Notwithstanding the completion of the transactions
      contemplated hereby, the waiver of any condition contained herein (unless such
      waiver expressly releases a party from any such representation or warranty)
      or
      any investigation made by the Buyer, the representations and warranties made
      herein shall survive the Closing and be effective for a period of twelve months
      (12) months from the date hereof. 

    


    3.3 Indemnity.
      The
      Shareholders agree to jointly and severally indemnify and save harmless the
      Buyer from and against any and all claims, demands, actions, suits, proceedings,
      assessments, judgments, damages, costs, losses and expenses, including any
      payment made in good faith in settlement of any claim (subject to the right
      of
      the Shareholders to defend any such claim), resulting from the breach by them
      of
      any representation or warranty made under this Agreement or from any
      misrepresentation in or omission from any certificate or other instrument
      furnished or to be furnished by ISDERA to the Buyer hereunder. 

    


    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

    


    4.1 Representations
      and Warranties.
      The
      Buyer makes the representations and warranties set forth below and intend and
      acknowledge that ISDERA and the Shareholders will rely thereon in entering
      into
      this Agreement and in approving and completing the transactions contemplated
      hereby. Any schedules described in or contemplated by such representations
      and
      warranties shall be prepared both as of the date of this Agreement and as of
      the
      date of the Closing.


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    


    


    
      	 	
              (a)

            	
              Power
                and Capacity.
                The Buyer has the power, authority and capacity to enter into this
                Agreement and to consummate the transactions contemplated hereby.
                This
                Agreement constitutes the Buyer’s valid, legal and binding obligation and
                is enforceable against it in accordance with its terms, subject,
                however,
                as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
                moratorium and similar laws of general applicability relating to
                or
                affecting creditors’ rights and to general principles of equity,
                regardless of whether such enforceability is considered in equity
                or at
                law;

            


    

    


    
      	 	
              (b)

            	
              No
                Conflict.
                Neither the execution and delivery of this Agreement by the Buyer,
                nor
                compliance with any of the provisions hereof, nor the consummation
                of the
                transactions contemplated hereby, will: (a)
                result in a default, or give rise to any right of termination,
                cancellation or acceleration, under any term, condition or provision
                of
                any contract or other instrument or obligation to which the
                Buyer
                is a party or by which its assets may be bound; or (b) violate any
                order,
                writ, injunction or decree applicable to the
                Buyer,
                or any of its properties or assets.

            


    

    


    
      	 	
              (c)

            	
              Legal
                Proceedings, Etc. There
                is no legal, equitable, administrative or arbitration action, suit,
                proceeding or known investigation pending or threatened against or
                affecting the Buyer. There is no judgment, decree, injunction, rule
                or
                order of any court, governmental department, commission, agency,
                instrumentality or arbitrator outstanding against the Buyer and there
                is
                no basis for any action, suit, proceeding or investigation against
                the
                Buyer.

            


    

    


    4.2 Survival.
      The
      representations and warranties of the Buyer contained herein will be true at
      and
      as of Closing in all material respects as though such representations and
      warranties were made as of such time. Notwithstanding the completion of the
      transactions contemplated hereby, the waiver of any condition contained herein
      (unless such waiver expressly releases a party from any such representation
      or
      warranty) or any investigation made by the Shareholders, the representations
      and
      warranties of the Buyer made herein shall survive the Closing and be effective
      for a period of twelve (12) months from the date hereof. 

    


    4.3 Indemnity.
      The
      Buyer agrees to indemnify and save harmless ISDERA and the Shareholders from
      and
      against any and all claims, demands, actions, suits, proceedings, assessments,
      judgments, damages, costs, losses and expenses, including any payment made
      in
      good faith in settlement of any claim (subject to the right of the Buyer to
      defend any such claim), resulting from the breach by any of them of any
      representation or warranty of such party made under this Agreement or from
      any
      misrepresentation in or omission from any certificate or other instrument
      furnished or to be furnished by the Buyer to the Shareholders
      hereunder.

    


    4.4 Escrow.
      $50,000
      of the Purchase Price has been placed in escrow (the “Escrow Proceeds”) with
      Michael S. Krome, Esq. Upon Closing of the transactions contemplated hereby,
      the
      Parties hereby authorize the release of the Escrow Proceeds equally to each
      of
      the Shareholders.

    



    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    ARTICLE
      5

    FURTHER
      COVENANTS

    


    5.1 Legend. The
      Buyer
      agrees to the imprinting of the following legend on any certificates
      representing the Shares: 

    


    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS. THESE SECURITIES ARE “RESTRICTED SECURITIES” WITHIN THE MEANING
      OF RULE 144(3) OF THE SECURITIES ACT AND MAY NOT BE RESOLD PUBLICLY UNDER RULE
      144 UNTIL CERTAIN HOLDING PERIOD REQUIREMENTS ARE MET.”

    


    5.2 Expenses
      of the Parties.
      Except
      as otherwise expressly provided in this Agreement, all expenses incurred by
      any
      party to this Agreement in the preparation, negotiation, authorization and
      consummation of this Agreement and the transactions contemplated hereby,
      including all fees and expenses of agents, representatives, counsel and
      accountants, shall be borne solely by the party incurring such expense(s),
      with
      the caveat that any expenses incurred by ISDERA shall be paid prior to the
      Closing of the transactions contemplated hereby.

    


    5.3 Further
      Assurances.
      Each
      party shall cooperate with the other, take such further action and execute
      and
      deliver such further documents as may be reasonably requested by any other
      party
      in order to carry out the terms and purposes of this Agreement. 

    


    ARTICLE
      6

    CONDITIONS
      PRECEDENT

    


    6.1 Conditions
      Precedent in favor of ISDERA and the Shareholders.
      The
      obligations of ISDERA and the Shareholders to carry out the transactions
      contemplated hereby are subject to the fulfillment of each of the following
      conditions precedent on or before the Closing:

    


    
      	 	
              (a)

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                ISDERA hereunder will have been so executed and
                delivered;

            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by the Buyer at or prior to the Closing will have been
                complied with or performed; and

            


    

    


    
      	 	
              (c)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any. 

            


    

    


    6.2 Waiver
      by ISDERA and the Shareholders.
      The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of ISDERA and the Shareholders and any such condition may
      be
      waived in whole or in part by ISDERA or the Shareholders at or prior to Closing
      by delivering to the Buyer a written waiver to that effect signed by ISDERA
      or
      the Shareholders, as the case may be. In the event that the conditions precedent
      set out in the preceding section are not satisfied on or before the Closing,
      the
      Shareholders shall be released from all obligations under this
      Agreement.

    



    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    6.3 Conditions
      Precedent in Favor of the Buyer.
      The
      obligation of the Buyer to carry out the transactions contemplated hereby is
      subject to the fulfillment of each of the following conditions precedent on
      or
      before the Closing:

    


    
      	 	
              (a)

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                the ISDERA or the Shareholders hereunder will have been so executed
                and
                delivered;

            


    

    


    
      	 	
              (b)

            	
              ISDERA,
                its officers and directors and each Shareholder shall be current
                in their
                respective filing obligations with the Securities and Exchange Commission
                (it being understood that Schedule 13Ds and Forms 3 and 4 may be
                required
                to be filed by such parties, as
                applicable);

            


    

    


    
      	 	
              (c)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by the Shareholders or ISDERA at or prior to the
                Closing
                will have been complied with or
                performed;

            


    

    


    
      	 	
              (d)

            	
              ISDERA
                will have delivered the Shares, duly and validly issued, to the Buyer
                at
                the Closing;

            


    

    


    
      	 	
              (e)

            	
              title
                to the Shares will be free and clear of all mortgages, liens, charges,
                pledges, security interests, encumbrances or other claims
                whatsoever;

            


    

    

      
        	 	
                (h)

              	
                the
                  transactions contemplated hereby shall have been approved by all
                  other
                  regulatory authorities having jurisdiction over the subject matter
                  hereof,
                  if any; 

              


      

      


      
        	 	
                (i)

              	
                the
                  completion of the transfer of all assets and liabilities of ISDERA
                  on or
                  prior to the Closing will have been completed to the satisfaction
                  of the
                  Buyer, which transfer shall reflected in the schedules provided
                  to the
                  Buyer as of the date of the Closing;


              


      

      


      
        	 	
                (j)

              	
                ISDERA
                  shall have no liabilities as of the Closing; and
                  

              


      

      


      
        	 	
                (k)

              	
                The
                  Buyer shall have received from ISDERA’s counsel a legal opinion in form
                  and substance satisfactory to
                  ISDERA.

              


      

       

    

    6.4 Waiver
      by the Buyer.
      The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of the Buyer and any such condition may be waived in whole
      or
      in part by the Buyer at or prior to the Closing by delivering to ISDERA and
      Shareholders a written waiver to that effect signed by the Buyer. In the event
      that the conditions precedent set out in the preceding section are not satisfied
      on or before the Closing the Buyer shall be released from all obligations under
      this Agreement.

    


    6.5 Confidentiality
      Notwithstanding any provision herein to the contrary, the parties hereto agree
      that the existence and terms of this Agreement are confidential and that if
      this
      Agreement is terminated pursuant to the preceding section the parties agree
      to
      return to one another any and all financial, technical and business documents
      delivered to the other party or parties in connection with the negotiation
      and
      execution of this Agreement and shall keep the terms of this Agreement and
      all
      information and documents received from the other party and the contents thereof
      confidential and not utilize nor reveal or release same, provided, however,
      that
      ISDERA will be required to file a Current Report on Form 8-K with the Securities
      and Exchange Commission respecting the proposed transaction contemplated hereby
      together with such other documents as are required to maintain ISDERA’s status
      as being current in all of its filings with the Securities and Exchange
      Commission, subject to the review and approval of the Buyer of any and all
      copy
      and/or documents drafted by ISDERA.

    



    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    ARTICLE
      7

    CLOSING

    


    7.1 Closing.
      The sale
      of the Shares and the other transactions contemplated by this Agreement will
      be
      closed at the Place of Closing in accordance with the closing procedure set
      out
      in this Article.

    


    7.2 Closing
      Deliveries of the Buyer. On
      or
      before the Closing, the Buyer will deliver or cause to be delivered to the
      Shareholders:

    


    
      	 	
              (a)

            	
              this
                Agreement, duly executed by the
                Buyer;

            


    

    


    
      	 	
              (b)

            	
              the
                Purchase Price

            


    

    


    
      	 	
              (c)

            	
              all
                reasonable consents or approvals required to be obtained by the Buyer
                for
                the purposes of completing the transaction contemplated herein and
                preserving and maintaining the interests of the Buyer;
                and

            


    

    


    
      	 	
              (d)

            	
              such
                other documents as ISDERA may reasonably require to give effect to
                the
                terms and intention of this
                Agreement.

            


    

    


    7.3 Closing
      Deliveries of ISDERA and
      Shareholders.
      On or
      before the Closing, ISDERA and the Shareholders shall deliver or cause to be
      delivered to the Buyer:

    


    
      	 	
              (a)

            	
              this
                Agreement, duly executed by the
                Shareholders;

            


    

    


    
      	 	
              (b)

            	
              share
                certificates representing the
                Shares;

            


    

    


    
      	 	
              (c)

            	
              resignations
                of all of the officers of ISDERA as of the date
                hereof;

            


    

    


    
      	 	
              (d)

            	
              updated
                schedules of ISDERA and the Shareholders, dated as of the date of
                the
                Closing;

            


    

    


    
      	 	
              (e)

            	
              a
                certified copy of a resolution of the directors of ISDERA dated as
                of the
                date hereof appointing the nominee(s) of the Buyer as officers of
                the
                Buyer;

            


    

    


    
      	 	
              (f)

            	
              a
                certified copy of a resolution of the directors of ISDERA dated as
                of the
                date hereof appointing Jing Jiang to the board of directors of ISDERA
                effective as of ten days after the delivery to the shareholders of
                the
                ISDERA of an Information Statement pursuant to Rule
                14f;

            


    

    


    
      	 	
              (g)

            	
              resignation
                of Ruediger Albrecht (sole director) as a director of ISDERA, effective
                as
                of ten days after the delivery to the shareholders of the ISDERA
                of an
                Information Statement pursuant to Rule
                14f;

            


    

    


    
      	 	
              (h)

            	
              resignations
                of all officers, including but not limited to Ruediger Albrecht,
                as
                officers of ISDERA dated as of the date
                hereof;

            


    

    


    
      	 	
              (i)

            	
              all
                reasonable consents or approvals required to be obtained by the Buyer
                for
                the purposes of completing the transaction contemplated herein and
                preserving and maintaining the interests of the Buyer;
                

            


    

    


    
      	 	
              (j)

            	
              the
                legal opinion of ISDERA’s counsel referred to in Section 6.3(j);
                

            


    

    


    
      	 	
              (k)

            	
              Certificate
                of Good Standing from the State of New York, evidencing that ISDERA
                is in
                good standing with the State of New York as of a date within five
                business
                days of the closing; and

            


    

    


    
      	 	
              (l)

            	
              such
                other documents as the Buyer may reasonably require to give effect
                to the
                terms and intention of this
                Agreement.

            


    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    


    


    ARTICLE
      8

    POST-CLOSING
      MATTERS

    


    Forthwith
      after the Closing, the Buyer and the Shareholders agree to use all their best
      efforts to:

    


    
      	 	
              (a)

            	
              file
                with the Securities and Exchange Commission a report on Form 14f1
                disclosing the change in control of ISDERA and, 10 days after such
                filing,
                date the resolutions appointing to the board of directors of ISDERA
                Jing
                Jiang, and forthwith date and accept the resignation of Ruediger
                Albrecht
                as a director of ISDERA;

            


    

    


    
      	 	
              (b)

            	
              file
                a Form 8-K with the Securities and Exchange Commission disclosing
                the
                terms of this Agreement;

            


    

    


    
      	 	
              (c)

            	
              file
                reports on Forms 13D and 3 with the Securities and Exchange Commission
                disclosing the acquisition of the Shares by the Buyer;
                and

            


    

    


    
      	 	
              (d)

            	
              take
                such steps are required to change the name of ISDERA to as Buyer
                may
                determine.

            


    

    


    ARTICLE
      9

    GENERAL
      PROVISIONS

    


    9.1 Arbitration.
      The
      parties hereto shall attempt to resolve any dispute, controversy, difference
      or
      claim arising out of or relating to this Agreement by negotiation in good faith.
      If such good negotiation fails to resolve such dispute, controversy, difference
      or claim within fifteen (15) days after any party delivers to any other party
      a
      notice of its intent to submit such matter to arbitration, then any party to
      such dispute, controversy, difference or claim may submit such matter to
      arbitration in Nassau County, New York.

    


    9.2 Notice.
      Any
      notice required or permitted to be given by any party will be deemed to be
      given
      when in writing and delivered to the address for notice of the intended
      recipient by personal delivery, prepaid single certified or registered mail,
      or
      telecopier. Any notice delivered by mail shall be deemed to have been received
      on the fourth business day after and excluding the date of mailing, except
      in
      the event of a disruption in regular postal service in which event such notice
      shall be deemed to be delivered on the actual date of receipt. Any notice
      delivered personally or by telecopier shall be deemed to have been received
      on
      the actual date of delivery.

    


    9.3 Addresses
      for Service.
      The
      address for service of notice of each of the parties hereto is as
      follows:

    


    
      	
              (a)

            	
              the
                Shareholders:

            
	 	 
	 	
              Kingsgate
                Development, Ltd. 

            
	 	
              First
                Floor

            
	 	
              17
                The Esplanade

            
	 	
              St
                Helier, Jersey JE2 3QA

            
	 	 
	 	 
	 	
              Eastern
                Glow Investment, Ltd.

            
	 	
              PO
                Box 3152, RG Hodge Plaza,

            
	 	
              Second
                Street, Wickhams Cay 1

            
	 	
              Road
                Town, Tortola, British Virgin
                Islands

            


    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    


     

    
      	
              (b)

            	
              the
                Buyer:

            
	 	 
	 	
              Cosell
                Investments Limited

            
	 	
              P.O.
                Box 957, Offshore Incorporation Centre

            
	 	
              Road
                Town, Tortola, British Virgin Islands

            
	 	 
	 	 
	
              (c)

            	
              ISDERA

            
	 	 
	 	
              Isdera,
                North America, Inc.

            
	 	
              50
                Pine Drive 

            
	 	
              Cold
                Spring Harbor, New York 11724

            


    

    


     

    9.4 Change
      of Address.
      Any
      party may, by notice to the other parties change its address for notice to
      some
      other address in North America and will so change its address for notice
      whenever the existing address or notice ceases to be adequate for delivery
      by
      hand. A post office box may not be used as an address for service.

    


    9.5 Amendment.
      This
      Agreement may be amended only by a writing executed by each of the parties
      hereto. 

    


    9.6 Entire
      Agreement.
      The
      provisions contained herein constitute the entire agreement among the Buyer
      and
      the Shareholders respecting the subject matter hereof and supersede all previous
      communications, representations and agreements, whether verbal or written,
      among
      the Buyer and the Shareholders with respect to the subject matter
      hereof.

    


    9.7 Enurement.
      This
      Agreement will enure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    9.9 Assignment.
      This
      Agreement is not assignable without the prior written consent of the parties
      hereto. 

    


    9.10 Counterparts.
      This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    9.11 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and to be performed entirely
      within such State. The parties agree to be subject to the exclusive jurisdiction
      and venue of the state and federal courts located in Nassau County, New
      York.

    


    


    


    


    


    


    


    


    


    


    


    


    [Remainder
      of page intentionally left blank.]

    



    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF
      the
      parties have executed this Agreement effective as of the day and year first
      above written.

    


    
      	 	
              Isdera

            
	 	 	 
	 	
               

            	
              Isdera,
                North America, Inc.

            
	 	 	 
	 	 	 
	 	
               

            	
              
                By:_________________________

              

            
	 	 	
              Name:
                Ruediger Albrecht

            
	 	 	
              Title:
                President 

            
	 	 	 
	 	 	 
	 	
              Shareholders:

            
	 	 	 
	 	 	
              Kingsgate
                Development, Ltd.

            
	 	
               

            	 
	 	 	 
	
               

            	
               

            	
              
                By:_________________________

              

            
	 	 	
              Name:
                

            
	 	 	 
	 	 	 
	 	
               

            	
              Eastern
                Glow Investment, Ltd.

            
	 	 	 
	 	
               

            	
              
                By:_________________________

              

            
	 	 	
              Name:
                

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
              Buyer:

            
	 	 	 
	 	 	
              Cosell
                Investments Limited 

            
	 	 	 
	 	
               

            	
              
                By:_________________________

              

            
	 	 	
              Name:
                Jing Jiang

            
	 	 	
              Title: President

            


    


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    Exhibit
      A

    


    


    
      	
              Name
                of Shareholder

            	 	
              Number
                of Shares

            	 	 
	
               

              Kingsgate
                Development, Ltd. 

            	 	
               

              1,097,200

            	 	 
	
              Eastern
                Glow Investment, Ltd.

            	 	
              398,200

            	 	 


    

    


    


    PURCHASE
      PRICE ALLOCATION

    


    
      	
              Name

            	
              Dollar
                Amount

            
	
               

              Kingsgate
                Development, Ltd. 

            	
               

              $
                179,760.60

            
	
              Eastern
                Glow Investment, Ltd.

            	
              $
                65,239.40

            
	 	 
	 	 


    

    


    


    
      
         

      

      
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