STOCK
      ACQUISITION AGREEMENT

    


    


    This
      Stock Acquisition Agreement (this "Agreement") is entered into on July31, 2006,
      by and between the sellers listed on Schedule
      “A”
      and
      signatory hereto (collectively, the “Sellers” and each a “Seller”) and Adera
      Mines Limited, a Nevada corporation (the “Company”)
      with
      respect to the following:

     

    A.  Sellers
      own collectively one hundred percent (100%) of the issued and outstanding common
      stock of Chatsworth Data Corporation, a California corporation (“CDC”);


     

    B.  The
      Company desires to purchase all of the common stock, no par value, of CDC owned
      by the Sellers (the “CDC Stock”) and to operate CDC as a wholly owned subsidiary
      (the “CDC Subsidiary”); and 

     

    C. The
      Company will purchase and the Sellers will sell the CDC Stock on the terms
      and
      conditions set forth herein.  

    


    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties agree as follows (certain definitions of capitalized terms are set
      forth
      in Schedule
      “B”):

    


    ARTICLE
      I

    PURCHASE
      AND SALE

    


    1.1  Purchase
      and Sale of CDC Stock.
      Subject
      to the terms and conditions contained herein, simultaneously with the execution
      of this Agreement, each Seller hereby conveys, transfers, assigns and delivers
      to the Company good and valid title to the CDC Stock, free and clear of any
      Liens. In full payment of the purchase price for the CDC Stock, the Company
      is
      hereby delivering (i) a wire transfer to each Sellers in the amounts set forth
      on Schedule
      “A”
      hereto
      totaling an aggregate amount of five million dollars ($5,000,000), (ii) 250,000
      shares of common stock of the Company (the “Shares”) and (iii) a promissory note
      executed by the Company, and payable to each Seller in the amounts set forth
      on
Schedule
      “A”
      hereto
      totaling an aggregate principal amount of $2,000,000 in the form of that
      attached hereto as Schedule
      “C” hereto
      (the “Notes”). At
      the
      Closing, Sellers shall deliver to the Company written resignations of all of
      the
      directors and officers of CDC, and representatives of the Company will be
      elected as the sole directors and officers of CDC after the Closing. Sellers
      shall also deliver to the Company all of the certificates representing the
      CDC
      Stock, endorsed in favor of the Company, and duly executed by each Seller and
      each such Seller’s spouse, as required by law. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF EACH SELLER

    


    Each
      Seller represents and warrants to the Company and (except as disclosed in this
      Agreement, including the schedules) that each of the following statements is
      true and correct:

    


    2.1  Ownership
      of CDC Stock.
      The
      Sellers collectively own all of the outstanding equity of the Company and each
      has the full right and authority to transfer the CDC Stock owned by such Seller
      as set forth on Schedule B hereto. The CDC Stock is owned by each Seller free
      and clear of any claims or Liens.

    


    2.2  CDC
      Financial Statements.
      The
      financial statements of CDC for the two year period ended December 2005, and
      for
      the three month period ended March 31, 2006, fairly and accurately present
      the
      Company’s asset and liabilities, financial results and overall financial
      condition. 

    


     

    2.3  No
      Adverse Changes.
      Other
      than as set forth on Schedule
      2.3
      attached
      hereto or as is generally known to the Sellers, since March 31, 2006, there
      has
      been no material adverse change in the financial condition, results of
      operations, cash flow, customer base, expense rates, regulatory environment,
      competitive environment, intellectual property or prospects of CDC or its
      business, and CDC has operated its business in the ordinary course of business.
      No Seller knows of any reason that any such materially adverse change should
      reasonably be expected in the future. 

    


    2.4  No
      Claims; ERISA.
      Other
      than as set forth on Schedule
      2.4
      attached
      hereto and incorporated herein by this reference, there are no claims or
      litigation, pending or threatened against or affecting CDC or its business
      or
      properties. CDC has no benefit plans that would qualify or be subject to the
      federal laws of “ERISA.” 

    


    2.5  Ownership
      of CDC Assets.
      Other
      than as set forth on Schedule
      2.5
      attached
      hereto and incorporated herein by this reference, CDC is the lawful owner,
      with
      good and marketable title, of the assets used in its business, including all
      patents, trademarks, trade secrets, proprietary information, formulae, trade
      formulae and other intellectual property (the “Intellectual Property”), free and
      clear of any Liens, all of which tangible assets are in good working condition,
      reasonable wear and tear excepted, and all of which intangible assets CDC has
      the right to use. All of the Intellectual Property is owned or licensed by
      CDC,
      and CDC has the right to use, license and exploit such property, and Sellers
      know of no reason why such Intellectual Property would infringe upon the rights
      of any other persons. 

    


    2.6  Compliance
      with Permits and Regulations; Good Standing.
      Except
      as otherwise set forth on Schedule
      2.6
      attached
      hereto and incorporated herein by this reference, CDC has substantially complied
      with, and is not in substantial default under or in substantial violation of,
      any permit, rule, regulation or order to which CDC or its business are subject.
      CDC is a corporation in good standing under the laws of the State of California.
      CDC is qualified as a foreign corporation in every state where it is required
      to
      do so, or where the failure to do so, would have a material effect on CDC or
      its
      business. CDC and its directors have taken no action to dissolve CDC or assign
      its assets for the benefit of any creditors.

    


    2.7  Taxes.
      CDC and
      each Seller have filed all returns and paid all taxes due by them.

    


    
      
         

      

      
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    2.8  Competing
      Ventures.
      Except
      as disclosed in Section
      4.1,
      no
      Seller owns, directly or indirectly, any interest in a corporation, partnership,
      firm or association, which is either a competitor, potential competitor,
      customer or supplier of CDC or has an existing contractual relationship with
      CDC.

    


    2.9  Full
      Disclosure.
      This
      Agreement, the financial statements and the other information delivered
      to the
      Company and its investors, brokers, representatives and agents with respect
      to
      CDC do not (a) contain any untrue statement of a material fact regarding CDC
      or
      its business or (b) omit to state a material fact necessary to make the
      statements regarding CDC or its business contained herein and therein not
      misleading. 

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    The
      Company represents and warrants to Sellers and (except as disclosed in this
      Agreement, including the schedules) that each of the following statements is
      true and correct:

    


    3.1 Existence
      and Good Standing. The
      Company is a corporation in good standing under the laws of the state of Nevada.
      The Company will own and operate CDC as a wholly owned subsidiary on and after
      the Closing. The Company has full power and authority to enter into and perform
      this Agreement and to deliver the cash purchase price and the Note. Each of
      the
      Note and this Agreement is the valid and binding obligation of the Company
      enforceable in accordance with its respective terms. 

    


    ARTICLE
      IV

    ADDITIONAL
      AGREEMENTS; CLOSING CONDITIONS

    


    4.1 Company
      Obligations for Closing. On
      the
      Closing, the Company shall deliver to Sellers each of the following: (i) the
      Note in the amounts set forth in Schedule
      “A”,
      (ii)
      the aggregate cash purchase price of Five Million Dollars ($5,000,000), as
      delivered by wire in the amounts and to the accounts or payees designated by
      Sellers on Schedule
      “A”,
      (iii)
      copies of the actions taken by the Board of Directors of the Company to approve
      this Agreement and the issuance of the Shares in the amounts set forth in
Schedule
      “A”
      , and
      (iv) a certificate of Good Standing from the State of Nevada, dated within
      a
      reasonable time prior to the Closing. In addition, it shall be a condition
      to
      the Closing that the Company shall have completed a financing in the amount
      of
      $6,000,000 immediately prior to, or simultaneously with, the
      Closing.

    


    4.2 Sellers’
      Obligations for Closing.
      On
      the
      Closing, Sellers shall deliver to the Company each of the following: (i) all
      certificates of CDC Stock, representing 100% of the issued and outstanding
      capital stock of CDC, (ii) the written resignation of all officers and directors
      of CDC effective as of the Closing, and (iii) the audited financial statements
      of CDC for the years ended 2004 and 2005, and the quarterly, reviewed, financial
      statements for the quarter ended March 31, 2006, together with the report of
      the
      independent auditor for such financial statements.

    


    
      
         

      

      
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    4.3 Further
      Obligations - Payment of Tax Obligations. 
      In
      addition to, and without limitation of the foregoing, the parties hereto agree
      and acknowledge that CDC is a “subchapter S” corporation for federal tax
      purposes and accordingly, the Sellers may have certain tax payment obligations
      for the period January 1, 2006 to the Closing (the “2006 Tax Period”). Upon
      completion of the financial statements of the 2006 Tax Period and the generation
      of the shareholders’ K-1 statements, the Sellers shall present copies of these
      statements to the Company. The Company shall reimburse each Seller 44% of the
      K-1 amount within 60 days of the presentation date of the K-1 to the Company.
      

    


    4.4 Further
      Assurances.
      In
      addition to each and every other provision of this Agreement, each party shall
      execute such further documents and writings and take such further actions as
      may
      be or become necessary or desirable to carry out the provisions of this
      Agreement or the Note and the transactions contemplated by this Agreement or
      the
      Note.

    


    4.5 Indemnification.
      

    


    4.5.1 General.
      Each
      party hereto will indemnify each other party for any losses, damages or expenses
      arising from, related to or resulting from any breach (or third party claim
      of
      breach) of any representation, warranty or covenant in this Agreement.


    


    4.5.2 Procedure.
      Promptly upon receipt by an Indemnified Party of a notice of a claim by a third
      party that may give rise to a claim under this Section, the Indemnified Party
      shall give written notice thereof to the Indemnifying Party, although failure
      to
      do so shall not affect the right to indemnification except to the extent of
      actual prejudice. The Indemnified Party shall allow the Indemnifying Party
      to
      assume control of the defense of any such action brought by a third party
      provided that (i) the Indemnifying Party delivers to the Indemnified Party
      an
      agreement in writing to defend such claim at its sole cost and expense within
      five (5) business days of notice from Indemnified Party, (ii) the Indemnifying
      Party is financially capable for providing indemnification for such claim,
      and
      (iii) the defense will be conducted by reputable attorneys reasonably approved
      by the Indemnified Party (retained by the Indemnifying Party at the Indemnifying
      Party's sole cost and expense). The Indemnified Party will have the right to
      participate in such proceedings and to be separately represented by attorneys
      of
      its own choosing at its own cost unless the interests of the Indemnified Party
      and the Indemnifying Party in the action conflict in such a manner and to such
      an extent as to require, consistent with applicable standards of professional
      responsibility, the retention of separate counsel for the Indemnified Party,
      in
      which case the Indemnifying Party will pay for one separate counsel chosen
      by
      the Indemnified Party. 

    


    4.5.3 Limits
      on Settlement.
      The
      Indemnifying Party may contest or settle such claim on such terms as the
      Indemnifying Party may choose, provided
      that
      the
      Indemnifying Party will not have the right, without the Indemnified Party's
      written consent, to settle any such claim if such settlement (i) arises
      from or is part of any criminal action, suit or proceeding, (ii) contains a
      stipulation to, confession of judgment with respect to, or admission or
      acknowledgement of, any liability or wrongdoing on the part of the Indemnified
      Party, (iii) relates to any federal, state or local tax matters, or
      (iv) provides for injunctive relief, or other relief other than damages,
      which is binding on the Indemnified Party. 

    


    
      
         

      

      
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    4.5.4 Separate
      Indemnity Under Lease in Favor of Certain Sellers. In
      addition to, and without limitation of the foregoing, the parties hereto agree
      and acknowledge that the Company shall indemnify and hold harmless the
      individual Sellers who are personal guarantors of the operating lease for CDC’s
      headquarters and operating facility located at 20710 Lansing Street, Chatsworth,
      California for any claims, damages or losses incurred by a Seller due to the
      Company’s breach of any term or condition of the lease after the Closing. In the
      event the Company shall renew or extend the lease, including the option to
      extend the lease by one year, the Company shall use its best efforts to
      eliminate the Sellers as guarantors thereunder. 

    


    ARTICLE
      V

    MISCELLANEOUS

    


    5.1  Complete
      Agreement; Modifications.
      This
      Agreement (including the Schedules and Exhibits hereto) constitutes the parties'
      entire agreement with respect to the subject matter hereof and supersedes all
      prior or contemporaneous agreements, representations, warranties, statements,
      promises and understandings, whether oral or written, with respect to the
      subject matter hereof. This Agreement may not be amended, altered or modified
      except by a writing signed by the parties. 

    


    5.2  Notices.
      Unless
      otherwise specifically permitted by this Agreement, all notices under this
      Agreement shall be in writing and shall be delivered by personal service,
      telecopy, federal express or comparable overnight service or certified mail
      (if
      such service is not available, then by first class mail), postage prepaid,
      to
      such address as may be designated from time to time by the relevant party,
      and
      which shall initially be:

    


    
      	
              (i)
                If to the Company:

            	
              (ii)
                If to Sellers:

            
	
              ADEREA
                MINES LIMITED

              20710
                Lassen Street

              Chatsworth,
                CA 91311

              Tel:
                818-341-9200

              Fax:
                818-341-3002

               

              With
                a copy to:

               

              Richardson
                & Patel LLP

              10900
                Wilshire Boulevard, Suite 500

              Los
                Angeles, CA 90024

              Tel:
                310-208-1182

              Fax:
                310-208-1154

              Attention:
                Jennifer A. Post, Esq.

            	
               

              To
                the Persons and Addresses set forth on Schedule A hereto, 

               

               

               

            


    

    


    Any
      notice sent by certified mail shall be deemed to have been given three (3)
      business days after the date on which it is mailed. All other notices shall
      be
      deemed given when received. No objection may be made to the manner of delivery
      of any notice actually received in writing by an authorized agent of a
      party.

     

    
      
         

      

      
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    5.3  No
      Assignment.
      This
      Agreement is not assignable by either party absent prior written consent of
      the
      other party. This Agreement shall be binding upon and inure to the benefit
      of
      the parties, their respective successors and permitted assigns. There are no
      third party beneficiaries to this Agreement and nothing in this Agreement will
      be construed to increase or alter the rights of any third party.

    


    5.4  Governing
      Law.
      This
      Agreement has been negotiated and entered into in the State of California,
      concerns a California business and all questions with respect to this Agreement
      and the rights and liabilities of the parties will be governed by the laws
      of
      California, regardless of the choice of laws provisions of California or any
      other jurisdiction.

    


    5.5  Arbitration.
      Except
      for actions seeking injunctive relief, which may be brought before any court
      having jurisdiction, any disputes among the Company and the Sellers, which
      are
      not settled by agreement between the parties, shall be settled by arbitration
      in
      Los Angeles, California, in accordance with the Commercial Arbitration Rules
      of
      the American Arbitration Association then in effect. The arbitration provisions
      will be the exclusive remedy of the parties except for injunctive relief. The
      prevailing party in any dispute will pay the other party’s reasonable attorney’s
      fees in connection with the arbitration. 

    


    5.6  Expenses.
      Each
      party shall bear its own fees and expenses incident to this Agreement and the
      transactions contemplated by this Agreement, including attorneys' fees and
      costs, and shall indemnify the other party from any Losses as a result of such
      fees and expenses. However, any party shall be entitled to recover any
      reasonable costs, including attorneys' fees, expended in enforcing this
      Agreement. 

    


    5.7  Severability.
      If any
      part, term or provision of this Agreement is held by a court to be invalid,
      illegal, unenforceable or otherwise in conflict with law, it shall be
      inoperative and void, but the validity of the remaining parts, terms or
      provisions shall not be affected and the rights and obligations of the parties
      shall be construed and enforced as if this Agreement did not contain the
      particular part, term or provision held to be invalid.

    


    5.8  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

    


    


    REMAINDER
      OF PAGE INTENTIONALLY BLANK

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    


    COMPANY:

    


    


    ADERA
      MINES LIMITED

    


    By:
      ________________________________________

    Name:
      J.
      Stewart Asbury III

    Title:
      President and CEO

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    SELLLERS:

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      William H. Moothart, an individual

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    SELLLERS:

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      Carl G. Bohman, an individual

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    SELLLERS:

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      Frank J. Lefkowitz

    Title:
      Trustee under Trust Agreement, 

    dated
      July 3, 1990

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      Linda L. Lefkowitz

    Title:
      Trustee under Trust Agreement, 

    dated
      July 3, 1990

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    SELLLERS:

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      Hannes G. Boehm, an individual

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    SELLLERS:

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      Steven Boehm

    Title:
      Trustee of the Boehm Grandchildren’s Trust

    Under
      the
      Marcia Reed Boehm Revocable Trust, 

    Established
      December 21, 1987

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    SELLLERS:

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      Melinda Williams

    Title:
      Trustee of the Williams Grandchildren’s Trust

    Under
      the
      Marcia Reed Boehm Revocable Trust, 

    Established
      December 21, 1987

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    COUNTER
      PART SIGNATURE PAGE TO STOCK ACQUISITION AGREEMENT

    


    


    SELLLERS:

    


    


    ___________________________________

    Print
      Name Above

    


    


    ___________________________________

    Signature

    Name:
      Judith Day Boehm Yorke

    Title:
      Trustee of the Yorke Grandchildren’s Trust

    Under
      the
      Marcia Reed Boehm Revocable Trust, 

    Established
      December 21, 1987

    


    
      
         

      

      
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    SCHEDULE
      “B”

    


    DEFINITIONS

    


     

    


    "Claim"
      means
      any claim, lawsuit, demand, suit, hearing, governmental investigation, notice
      of
      a violation, litigation, proceeding, arbitration, or other dispute, including
      audits, investigations or claims for or relating to any liability in respect
      of
      taxes, whether civil, criminal, administrative or otherwise.

    


    “Closing”
means
      the mutual execution of this Agreement.

    


    "including"
      means
      "including but not limited to" unless the context requires
      otherwise.

    


    “Indemnified
      Party”
means
      a
      party seeking indemnification hereunder.

    


    “Indemnifying
      Party”
means
      a
      party from whom indemnification is sought hereunder.

    


    "Lien"
      means
      any security interest, claim, lien, charge, mortgage, deed, assignment, pledge,
      hypothecation, encumbrance, easement, or restriction of any kind or
      nature.

    


    "Losses"
      means
      any and all costs and expenses (including attorneys' fees and court costs
      incident to any Claim), damages, judgments, assessments and losses, net of
      any
      tax adjustments, settlements, reductions or other effects which actually result
      from the Loss and its payment by the party seeking indemnification.

    


    "Person"
      includes
      any individual, sole proprietorship, partnership, joint venture, trust
      incorporated organization, association, corporation, limited liability company,
      institution, party, entity or governmental authority.

    


    
      
         

      

      
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    SCHEDULE
      “C”

    


    FORM
      OF PROMISSORY NOTE

    


    
      
         

      

      
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    SCHEDULES

    


    2.3
      - On May 17, 2006, a $300,000
      cash distribution to the CDC shareholders was authorized by Mr. Sid Anderson
      on
      behalf of the deal sponsor group for the purpose of covering the personal income
      taxes of the CDC shareholders for 2005 undistributed earnings.

    


    In
      July
      2006, a $1,000,000 cash distribution to the CDC shareholders was authorized
      by
      Mr. Sid Anderson on behalf of the deal sponsor group; this distribution
      decreased the cash purchase price from $5 million to $4 million.

    


    
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