ex10-1.htm

Exhibit 10.1

    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock Purchase Agreement (the
“Agreement”) dated as of the 24th day of September 2007, is
      made and entered into by and between MASTODON VENTURES, INC., a
      Texas corporation with offices at 600 Congress Ave., Suite 1220, Austin, Texas
      78701 (“Purchaser”) and CAREY BIRMINGHAM., an
      individual, with an address at 20022 Creek Farm, San Antonio, Texas 78259
      (“Seller”).

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      Seller is
      personally the record and beneficial owner of Forty One Million Five Hundred
      Eighty Nine Thousand Seven Hundred Eighty Three (41,589,783) pre split shares
      of
      the common stock of International Test Systems, Inc., a Delaware corporation
      (the “Company”); and

    


    WHEREAS,
      Seller
      desires to sell to Purchaser a portion of the shares of common stock of the
      Company owned by him, and Purchaser is willing to purchase such shares of common
      stock from Seller, all on and subject to the terms and conditions hereinafter
      set forth.

    


    NOW
      THEREFORE, in
      consideration of the foregoing premises, and of the mutual covenants and
      undertakings contained herein, and for such other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged
      by
      the parties hereto, the parties to this Agreement hereby agree as
      follows:

    


    ARTICLE
      1

    PURCHASE
      OF SHARES

    


    1.01.             
      Purchase Terms.

    
 

               (a)      Seller
      hereby agrees, subject to the terms hereof, to sell to Purchaser free and clear
      of all liens, claims and encumbrances and Purchaser hereby agrees to purchase
      from Seller, free and clear of all liens, claims and encumbrances and subject
      to
      the terms hereof, One Million Six Hundred Thousand post-Reverse Split (as
      defined below) shares of the common stock of Seller (the
“Shares”) for an aggregate cash purchase price of One Hundred
      and Ten Thousand Dollars ($110,000) (the “Purchase Price”), of
      which Seventeen Thousand Five Hundred Dollars ($17,500) has previously been
      paid
      to Seller, leaving a remaining balance due to Seller of Ninety-Two Thousand
      Five
      Hundred Dollars ($92,500). Any transfer or similar taxes, if any, imposed upon
      the sale and transfer of the Shares to Purchaser hereunder shall be borne by
      Seller.

    


                              
      (b)     Prior to the Closing, the Company will file a
      Certificate of Amendment to its Certificate of Incorporation (the
“Amendment”) with the Secretary of State of Delaware (and
      provide a certified copy thereof to Purchaser) to:

    


    
      	
               

            	
              (A)

            	
              effect
                a 1:25 reverse stock split of its issued and outstanding shares of
common
                stock (the “Reverse Split”); and
                to

            


    

     

    
      	
               

            	
              (B)

            	
              authorize
                100,000,000 shares of common stock and 10,000,000 shares of preferred
                stock, $0.001 par value per share.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (c)           The
      Company delivers to Purchaser a legal opinion of David M. Loev, Esq. confirming
      that the Reverse Split has been completed and is effective.

    


    (d)           Seller
      will deliver to Purchaser, when requested, an original resignation as the sole
      officer and director of the Company, together with an original Consent to Action
      Without Meeting of the Board of Directors of the Company
      approving the appointment of Purchaser’s nominee to the Company’s Board of
      Directors (the “Corporate Documents”).

    


    ARTICLE
      2

    THE
      CLOSING

    


    2.01.                      The
      Closing.

    


                    (a)           Provided
      that the Reverse Split and the Amendment have been completed, the closing of
      the
      transaction contemplated hereby (the “Closing”) will take place
      at the offices of the Purchaser thirty days after the Private Placement
      Memorandum (“PPM”) documents are completed  (the “Closing
      Date”).   ]

    


    


    (b)           Purchaser’s
      obligation to close the transaction contemplated by this Agreement is subject
      to
      and conditioned upon the accuracy and completeness of Seller’s representations,
      warranties, covenants and obligations under this Agreement.

    


    2.02.                      Closing
      Deliveries.

    


                    (a)           Purchaser
      shall pay Seller $16,250 upon execution of this Agreement, leaving $76,250
      to be
      paid by Purchaser to Seller pursuant to the terms of Section 2.03 below (the
      “Purchase Price Balance”).

    


    
      	
               

            	
              (b)

            	
              Seller
                shall provide the Purchaser with certificates evidencing the
                Shares.

            


    

    


    
      	
               

            	
              (c)

            	
              A
                condition to the Closing of this Agreement shall be the sale by the
                Company of 2,000,000 newly issued post reverse stock split shares
                of
                common stock to MV Equity Partners, Inc. simultaneous with and/or
                prior to
                the Closing of this Agreement at a purchase price of
                $2,000.

            


    

    


    

      
        
          
          

        

        
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      2.03                        
        Purchase Price Balance.

      


      The
        Purchase Price Balance shall be paid by Purchaser to Seller as
        follows:


    

    
      	
               

            	
              a)

            	
              $10,000
                upon the completion by The Loev Law Firm, PC of a PPM  for
                the sale of up to $5,000,000 in bridge loans by the Company (the
“Bridge
                Loans”);

            


    

    


    
      	
               

            	
              b)

            	
              $16,250
                upon the completion of the Reverse Split;
                and

            


    

    


    
      	
               

            	
              c)

            	
              $50,000
                no later than 30 days from the date the PPM document is completed
                .

            


    

    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES OF THE PARTIES

    


    3.01.                       
      Representations and Warranties of Purchaser. To induce
      Seller to enter into this Agreement and to consummate the transactions
      contemplated hereby, Purchaser hereby makes the following representations and
      warranties to Seller (which representations and warranties will be true and
      correct as of the date hereof and as of the Closing Date):

    


    (a)           Organization;
      Authority.  Purchaser is a corporation entity duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization with full right, power and authority to enter
      into this Agreement and to consummate the transactions contemplated
      herein.  The execution, delivery and performance by Purchaser of the
      transactions contemplated by this Agreement have been duly authorized by all
      necessary corporate action on the part of such Purchaser.  This
      Agreement has been duly and validly executed by Purchaser, and constitutes
      the
      valid and binding obligation of Purchaser, enforceable against it in accordance
      with its terms, except (i) as limited by general equitable principles and
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      of
      general application affecting enforcement of creditors’ rights generally, and
      (ii) as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies.

    


    (b)           Investment
      Representation.  Purchaser understands that the Shares
      are “restricted securities” and have not been registered under the Securities
      Act of 1933, as amended, or any applicable state securities law and is acquiring
      the Shares for its own account and not with a view to or for distributing or
      reselling such Shares or any part thereof, has no present intention of
      distributing any of such Shares and has no arrangement or understanding with
      any
      other persons regarding the distribution of such Shares (this representation
      and
      warranty shall not limit Purchaser’s right to sell the Shares in compliance with
      applicable federal and state securities laws).

    


    (c)           Birmingham
      Options. In connection with the Closing,
      Purchaser shall grant the Seller an option to repurchase up to 100,000 of the
      Shares from the Purchaser at $1.00 per share, for a period of two years from
      the
      date of the Closing.

    


    3.02.                       
      Representations and Warranties of Seller.  To
      induce Purchaser to enter into this Agreement and to consummate the transactions
      contemplated hereby, Seller hereby makes the following
      representations and warranties to Purchaser (which representations and
      warranties will be true and correct as of the date hereof and as of the Closing
      Date):


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    (a)           Capitalization; Organization;
      Authority.  The Company has 44,357,000 shares of common
      stock issued and outstanding; no preferred stock outstanding; and 1,420,000
      warrants with an exercise price of $0.05 per share outstanding as of the
      parties’ entry into this Agreement. Following the Reverse Split, the Company
      will have approximately 1,774,280 (not including any shares issued in connection
      with rounding), and 56,800 warrants outstanding (not including any warrants
      issued in connection with rounding) with an exercise price of $1.25 per
      share.  The execution, delivery and performance by Seller of the
      transactions contemplated by this Agreement have been duly authorized by all
      necessary action on the part of Seller.  This Agreement has been duly
      and validly executed and delivered by Seller, and constitutes the valid and
      binding obligation of Seller, enforceable against Seller in accordance with
      its
      terms, except (i) as limited by general equitable principles and applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors’ rights generally, and (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief or other equitable remedies.

    


    (b)           No
      Conflict With Other Instruments.  The consummation of the
      sale of the Shares to Purchaser in accordance with the terms of this Agreement
      will not be in conflict with, or result in a breach of, any term, condition,
      or
      provision of, or constitute a default under, any agreement, indenture, mortgage,
      deed of trust, or other instrument to which Seller is a party or otherwise
      relating to the Shares, and will not constitute an event that with the lapse
      of
      time or action by a third party, could result in a default under any of the
      foregoing, or result in the creation of any lien, charge, or encumbrance upon
      the Shares purchased hereby.

    


    (c)           No
      Conflict With Judgments or Decrees.  The consummation of
      the sale of the Shares in accordance with the terms of this Agreement will
      not
      conflict with, or result in a breach of, any term, condition, or provision
      of
      any judgment, order, injunction, decree, writ, or ruling of any court or
      tribunal, to which Seller or the Shares are subject.

    


    (d)           No
      Litigation.  There are no material actions, suits,
      proceedings or claims pending or threatened against Seller or the Company,
      at
      law or in equity, or before or by any foreign, federal, state, municipal, or
      other governmental court, department, commission, board, bureau, agency,
      arbitration tribunal, instrumentality, by or against any other person or entity
      which in any way relate to Seller, its business, or the Shares, including any
      such actions, suits, proceedings or claims with respect to, or any way relating
      to, the transactions contemplated by this Agreement

    


    (e)           Title.  The
      Shares, when sold by Seller to Purchaser pursuant to the terms hereof, will
      be
      fully paid, non-assessable and free and clear of all liens, claims, security
      interests or encumbrances of any kind.

    


    (f)           Shareholders.  Seller
      is the sole officer and director of the Company and has the full and sole right
      and authority to elect and/or appoint Purchaser’s nominee to the Company’s Board
      of Directors in accordance with the terms hereof.  As of the date
      hereof, there are approximately 51 shareholders of Seller.  There are
      no written or oral employment or independent contractor agreements between
      Seller and any employee or third party.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

     

                              
      (g)           Agreements.  Seller
      is not a party to any contract or agreement and is currently
      inactive.

     

                             
       (h)           Liabilities.  As
      of the date hereof, the Company’s liabilities do not exceed $80,000, and which
      liabilities will not exceed $210,000 prior to the final payment of the Purchase
      Price Balance. By Seller’s execution of this Agreement, Seller agrees that any
      amounts due to Seller by the Company as of the Closing Date will be deemed
      fully
      paid and satisfied (and, if requested by Purchaser, after the Closing, Seller
      will confirm same, in writing).

     

                                (i)            Financial
      Statements.    The Company’s unaudited
      financial statements as of June 30, 2007 are accurate and
      complete.  There have been no material changes in the Company’s
      financial statements since June 30, 2007, and such financial statements are
      filed with the Securities Exchange Commission.

    


    4.03.                   Survival.  Notwithstanding
      any provision of this Agreement to the contrary, the representations and
      warranties of Purchaser and Seller set forth in this Article shall survive
      the
      Closing of the transactions contemplated hereby.

    


    ARTICLE
      4

    MISCELLANEOUS

    


    4.01.                   Miscellaneous.

    


               (a)           This
      Agreement constitutes the sole and entire agreement between the parties hereto
      with respect to the subject matter hereof and supersedes all prior agreements,
      representations, warranties, statements, promises, arrangements and
      understandings, whether oral or written, express or implied, between the parties
      hereto with respect to the subject matter hereof and may not be changed or
      modified except by an instrument in writing signed by the party or parties
      to be
      bound thereby. This Agreement has been subject to the mutual consultation,
      negotiation and agreement of the parties hereto and shall not be construed
      for
      or against any party hereto on the basis of such party having drafted this
      Agreement.

    


               (b)           All
      notices, consents, requests, and other communications required or permitted
      to
      be given under this Agreement (the “Notices”), shall be in
      writing and delivered personally or by a nationally recognized overnight courier
      service, receipt acknowledged, or mailed by registered or certified mail,
      postage prepaid, return receipt requested, addressed to the parties hereto
      as
      follows (or to such other address as any of the parties hereto shall specify
      by
      notice given in accordance with this provision):

    


    
      
        
        

      

      
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              (i)

            	
              If
                to the Seller:

            


    

     

    Attn:
      Cary G. Birmingham

    20022
      Creek Farm

    San
      Antonio, Texas 78259

    


    (ii)           If
      to Purchaser:

    


    Mastodon
      Ventures, Inc.

    600
      Congress Avenue

    Austin,
      Texas 78701

    


    With
      a
      copy to:

    


    David
      M.
      Loev, Esq.

    The
      Loev
      Law Firm, PC

    6300
      West
      Loop South, Suite 280

    Bellaire,
      Texas 77401

    


    All
      such
      Notices shall be deemed given when personally delivered as aforesaid, or, if
      mailed as aforesaid, on the third business day after the mailing thereof or
      on
      the day actually received, if earlier, except for a notice of a change of
      address which shall be effective and deemed to have been given only upon
      receipt.

     

    (c)           Neither
      Seller nor Purchaser may assign this Agreement or their respective rights,
      benefits or obligations hereunder without the written consent of the
      non-assigning party, except that Purchaser may assign, in whole or in part,
      its
      rights to purchase the Shares to any third party(ies) designated by
      it.

     

    (d)           This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors, heirs, personal representatives,
      administrators, executors and permitted assigns. Nothing contained in this
      Agreement is intended to confer upon any person or entity, other than the
      parties hereto, or their respective successors, heirs, personal representatives,
      administrators, executors or permitted assigns, any rights, benefits,
      obligations, remedies or liabilities under or in connection with this
      Agreement.

     

    (e)           
      No waiver of any provision of this Agreement or of any breach hereof shall
      be
      effective unless in writing and signed by the party to be bound thereby. The
      waiver by any party hereto of a breach of any provision of this Agreement,
      or of
      any representation, warranty, obligation or covenant in this Agreement by the
      other party hereto, shall not be construed as a waiver of any subsequent breach
      of the same or of any other provision, representation, warranty, obligation
      or
      covenant of such other party under this Agreement, unless the instrument of
      waiver expressly provides otherwise.

     

     


    
      
        
        

      

      
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    (f)           
      This Agreement shall be governed by and construed in accordance withthe laws
      of
      Texas with respect to contracts made and to be fully performed therein without
      regard to the conflicts of laws principles thereof.  The parties
      hereto hereby agree that any suit or proceeding arising under or as a result
      of
      this Agreement or the consummation of the transactions contemplated hereby,
      shall be brought solely in a Federal or State court located in Travis County,
      Texas except as otherwise provided below.  By their execution hereof,
      the parties hereto irrevocably consent and submit to the in personam
      jurisdiction of the Federal and State courts located in Travis County, Texas
      and
      agree that any process in any suit or proceeding commenced in such courts under
      this Agreement may be served upon them personally or by certified or registered
      mail, return receipt requested, or by a nationally recognized overnight
      courier service which provides evidence of delivery, with the same force and
      effect as if personally served upon them in such City, County and
      State.  The parties hereto each waive any claim that any such
      jurisdiction is not a convenient forum for any such suit or proceeding and
      any
      defense of lack of in personam jurisdiction with respect thereto.

     

        (g)   The
      parties hereto
      hereby agree that, at any time and from time to time after the date hereof
      upon
      the reasonable request of either of the parties hereto and at no cost to the
      party to which any such request is made, they shall do, execute, acknowledge
      and
      deliver, or cause to be done, executed, acknowledged and delivered, such further
      acts, deeds, assignments, transfers, conveyances, and assurances as may be
      reasonably required to more effectively consummate this Agreement and the
      transactions contemplated thereby or to confirm or otherwise effectuate the
      provisions of this Agreement.

     

        (h)   Each
      party hereto
      represents and warrants to the other that he or it has been represented by
      independent counsel of his or its own choosing in connection with the
      negotiation, execution, delivery and consummation of this
      Agreement.

     

        (i)    Except
      as set
      forth below, each of the parties hereto shall bear all of their respective
      costs
      and expenses incurred in connection with the negotiation, preparation,
      execution, consummation, performance and/or enforcement of this
      Agreement.  Notwithstanding the foregoing, in the event of any action
      or proceeding instituted by either party hereto to enforce the provisions of
      this Agreement, the party prevailing therein shall be entitled to reimbursement
      by the other breaching party of the legal costs and expenses incurred by the
      prevailing party in connection therewith.

     

        (j)    This
      Agreement may be executed in several counterparts, each of which is an
      original.  It shall not be necessary in making proof of this Agreement
      or any counterpart hereof to produce or account for any of the other
      counterparts.  A copy of this Agreement signed by one party and faxed
      to another party shall be deemed to have been executed and delivered by the
      signing party as though an original.  A photocopy of this Agreement
      shall be effective as an original for all purposes.

     

        (k)   The
      Article and
      Section headings used in this Agreement have been used for convenience of
      reference only and are not to be considered in construing or interpreting this
      Agreement.


    
      
        
        

      

      
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        (l)           
      If one or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision(s) shall be excluded from this Agreement and
      the
      balance of this Agreement shall remain in full force and effect.

    


    


    IN
      WITNESS WHEREOF, the undersigned have set their hands effective as of
      the date hereof.

    


    SELLER:

    


    /S/
      Carey G.
      Birmingham

    Carey
      G. Birmingham

    


    


    PURCHASER:

    


    MASTODON
      VENTURES, INC.

    


    


    


    By:
/S/
      Robert
      Hersch

    Robert
      Hersch, President

    


     

    



    
      
        
        

      

      
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