Exhibit 10.1


                         STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (this "Agreement") is made and entered
into as of the 18th day of May 2006, by and between Concept Capital Corporation,
a Utah corporation (the "Company"), and Halter Financial Investments, L.P., a
Texas limited partnership ("Purchaser"), on the following:

                                 Premises

         Purchaser desires to acquire a controlling interest in the Company, and
the Company desires to sell such a controlling interest in the Company to
Purchaser, upon and subject to the terms and conditions of this Agreement.

                                Agreement

         NOW, THEREFORE, on these premises and for and in consideration of the
mutual promises and covenants set forth herein, the Company and Purchaser hereby
agree as follows:

         1. Purchase and Sale of Shares. Purchaser agrees to acquire from the
Company, and the Company agrees to deliver to Purchaser, 16,225,000 restricted
shares of the Company's common stock, par value $0.001 (the "Shares"), in
consideration of Purchaser's payment to the Company of $275,000 in immediately
available funds at Closing (as defined herein). The transactions contemplated
hereby shall be closed by the delivery of the documents and the completion of
the acts more particularly set forth herein. The issue and sale of the Shares to
Purchaser hereunder is an isolated offering of common stock being conducted by
the Company in reliance upon the exemption from the registration requirements of
the Securities Act of 1933, as amended (the "Act"), afforded by Section 4(2)
thereunder.

         2. Closing. The closing of the transactions contemplated hereby shall
take place at a mutually agreeable location in Salt Lake City, Utah on a
mutually convenient date and time within five business days after the meeting of
the Company's shareholders described in Section 5(a) herein (the "Closing").

         (a) At the Closing, the Company shall deliver or cause to be delivered:

                  (i) stock certificates for the Shares, which shall be
                  registered in the names and denominations requested by
                  Purchaser, and the name of Purchaser will be registered on the
                  stock transfer books of the Company as the record owner of the
                  Shares;

                  (ii) the corporate minute book and all other corporate books
                  and records of the Company, including agreements, shareholder
                  records, financial records, and related supporting documents
                  and data under the care, custody, or control of the Company or
                  its officers and/or directors;

                  (iii) a duly executed officer's certificate pursuant to
                  Section 6(c); and

                  (iv) a duly executed receipt for the payment for the Shares.



         (b) At the closing, Purchaser shall deliver or cause to be delivered:

                  (i) a cashier's check or bank wire payable to the Company in
                  the aggregate amount of $275,000; and

                  (ii) a duly executed officer's certificate pursuant to Section
                  7(c)

         3. Representations and Warranties of the Company. The Company
represents and warrants to Purchaser that, at the date of this Agreement and on
the date of the Closing:

         (a) The Company has the full power and authority to execute and deliver
         this Agreement and to perform its obligations hereunder. This Agreement
         constitutes the valid and legally binding obligation of the Company,
         enforceable in accordance with its terms. The Company need not give any
         notice to, make any filings with, or obtain any authorization, consent,
         or approval of any government or governmental agency in order to
         consummate the transactions contemplated by this Agreement, except
         filings with the U.S. Securities and Exchange Commission ("SEC") and
         state securities regulators required in connection with the
         transactions contemplated hereby.

         (b) The Company and each of its subsidiaries, if any, are corporations
         duly organized, validly existing and in good standing under the laws of
         their states of incorporation, with all requisite corporate power and
         authority to carry on the business in which they are engaged and to own
         the properties they own, and the Company has all requisite power and
         authority to execute and deliver this Agreement and to consummate the
         transactions contemplated hereby, subject to approval of its
         shareholders in the manner provided sin Section 5(a) herein. The
         Company and each of its subsidiaries are duly qualified and licensed to
         do business and are in good standing in all jurisdictions where the
         nature of their business makes such qualification necessary, except
         where the failure to be so qualified or licensed would not have a
         material adverse effect on the business of the Company and its
         subsidiaries, taken as a whole.

         (c) There are no legal actions or administrative proceedings or
         investigations instituted, or to the best knowledge of the Company
         threatened, against the Company, that could reasonably be expected to
         have a material adverse effect on the Company or any subsidiary, any of
         the Shares, or the business of the Company and its subsidiaries, if
         any, or which concerns the transactions contemplated by this Agreement.

         (d) The Company, by appropriate and required corporate action, has, or
         will have prior to the Closing, duly authorized the execution of this
         Agreement and the issuance and delivery of the Shares. The Shares are
         not subject to preemptive or other rights of any stockholders of the
         Company and when issued in accordance with the terms of this Agreement
         and the Articles of Incorporation of the Company, as amended and
         currently in effect, the Shares will be validly issued, fully paid and
         nonassessable and free and clear of all pledges, liens and
         encumbrances. The issuance of the Shares hereunder will not trigger any
         outstanding antidilution rights.

                                       2


         (e) Subject to approval by the Company's shareholders of the proposals
         described in Section 5(a) herein, performance of this Agreement and
         compliance with the provisions hereof will not violate any provision of
         any applicable law or of the Articles of Incorporation or Bylaws of the
         Company, or of any of its subsidiaries, and, will not conflict with or
         result in any breach of any of the terms, conditions or provisions of,
         or constitute a default under, or result in the creation or imposition
         of any lien, charge or encumbrance upon, any of the properties or
         assets of the Company, or of any of its subsidiaries, pursuant to the
         terms of any indenture, mortgage, deed of trust or other agreement or
         instrument binding upon the Company, or any of its subsidiaries, other
         than such breaches, defaults or liens which would not have a material
         adverse effect on the Company and its subsidiaries taken as a whole.
         The Company is not in default under any provision of its Articles of
         Incorporation or By-laws or other organizational documents or under any
         provision of any agreement or other instrument to which it is a party
         or by which it is bound or of any law, governmental order, rule or
         regulation so as to affect adversely in any material manner its
         business or assets or its condition, financial or otherwise.

         (f) The periodic reports filed by the Company with the SEC (the
         "Disclosure Documents"), taken together, do not contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein to make the statements contained therein not
         misleading.

         (g) The Company has provided Purchaser with all material public
         information in connection with the business of the Company and the
         transactions contemplated by this Agreement, and no representation or
         warranty made, nor any document, statement, or financial statement
         prepared or furnished by the Company in connection herewith contains
         any untrue statement of material fact, or omits to state a material
         fact necessary to make the statements or facts contained herein or
         therein not misleading.

         (h) This Agreement has been duly executed and delivered by the Company
         and constitutes a valid and binding obligation of the Company,
         enforceable against the Company in accordance with its terms.

         (i) No registration, authorization, approval, qualification or consent
         of any court or governmental authority or agency is necessary in
         connection with the execution and delivery of this Agreement or the
         offering, issuance or sale of the Shares under this Agreement except
         the approval by the Company's shareholders and any filings with the SEC
         and state securities regulators required in connection with the
         transactions contemplated hereby.

         (j) The Company is not now, and after the sale of the Shares under this
         Agreement and under all other agreements and the application of the net
         proceeds from the sale of the Shares will not be required to register
         as an "investment company" within the meaning of the Investment Company
         Act of 1940, as amended.

         (k) The Company has filed all material tax returns required to be
         filed, which returns are true and correct in all material respects, and
         the Company is not in default in the payment of any taxes, including
         penalties and interest, assessments, fees and other charges, shown

                                       3


         thereon as due or otherwise assessed, other than those being contested
         in good faith and for which adequate reserves have been provided or
         those currently payable without interest which were payable pursuant to
         said returns or any assessments with respect thereto.

         (l) The Company has not taken any action outside the ordinary course of
         business designed to or that might reasonably be expected to cause or
         result in stabilization or manipulation of the price of the Company's
         common stock to facilitate the sale or resale of the Company's common
         stock in any manner in contravention of applicable securities laws;

         (m) Subject to the accuracy of the Purchaser's representations and
         warranties in Section 4 of this Agreement, the offer, sale, and
         issuance of the Shares in conformity with the terms of this Agreement
         constitute transactions that meet the requirements for exemption from
         the registration requirements of Section 5 of the Securities Act;

         (n) Neither the Company, nor any of its affiliates, nor any person
         acting on its or their behalf, has directly or indirectly made any
         offers or sales of any security or solicited any offers to buy any
         security under circumstances that would require registration under the
         Securities Act of the issuance of the Shares to the Purchaser. The
         Company has not issued or sold any shares of its capital stock for in
         excess of five years prior to the date hereof and the issuance of the
         Shares to the Purchaser will not be integrated with any other issuance
         of the Company's securities (past, current or future) for purposes of
         the Securities Act. The Company will not make any offers or sales of
         any security (other than the Shares) that would cause the sale of the
         Shares hereunder to be integrated with any other offering of securities
         by the Company for purposes of any registration requirement under the
         Securities Act.

         (o) The Company will at the date of Closing be in material compliance
         with all applicable securities (or "Blue Sky") laws of the states of
         the United States in connection with the issuance and sale of the
         Shares to Purchaser.

         (p) The Company shall use all commercially reasonable efforts to keep
         its common stock quoted on the OTC Bulletin Board.

         (q) The Company's board of directors has, by unanimous written consent,
         or by other action valid under the laws of the jurisdiction in which
         the Company is organized, determined that this Agreement and the
         transactions contemplated by this Agreement, are advisable and in the
         best interests of the Shareholders and has duly authorized this
         Agreement and the transactions contemplated by this Agreement and will
         recommend that the Company's shareholders approve the same.

         (r) As of the date hereof, the capitalization of the Company consists
         of 50,000,000 shares of common stock, par value $0.001, of which
         4,425,000 shares are issued and outstanding, all of which are legally
         issued, fully paid, and nonassessable and not issued in violation of
         the pre-emptive rights of any person. The Company has no options,
         warrants or rights issued or outstanding.

                                       4


         (s) Since March 31, 2006, there has not been:

               (i)    any material change in the business, operations, or
                      financial condition or the manner of conducting the
                      business of the Company;

               (ii)   any declaration, setting aside, or payment of any dividend
                      or other distribution in respect of the shares of the
                      Company of any class, or any direct or indirect
                      redemption, purchase, or other acquisition of any shares
                      of any class of the Company;

               (iii)  any agreement or arrangement to pay or accrue compensation
                      to any of the Company's officers, directors, employees, or
                      agents;

               (iv)   any option, warrant, or right to purchase, or any other
                      right to acquire shares of any class of the Company
                      granted to any person;

               (v)    any employment, bonus, or deferred compensation agreement
                      entered into between the Company and any of its officers,
                      directors, or any other employees or consultants;

               (vi)   any issuance of securities of the Company;

               (vii)  any indebtedness incurred or guaranteed by the Company for
                      borrowed money or any commitment to borrow money entered
                      into by the Company or any indebtedness for accounts
                      payable for materials or goods purchased by or for
                      services rendered on behalf of the Company, except for
                      items incurred in the ordinary course of business or in
                      connection with this Agreement and the transactions
                      contemplated hereby; or

               (viii) any amendment of the Articles of Incorporation or Bylaws
                      of the Company.

         4. Representations and Warranties of Purchaser. Purchaser represents
and warrants to the Company that, at the date of this Agreement and on the date
of Closing:

         (a) Purchaser has been furnished with and has carefully read the
         Disclosure Documents as set forth in Section 3(f) hereof. With respect
         to individual or partnership tax and other economic considerations
         involved in this investment, Purchaser is not relying on the Company
         (or any agent or representative of the Company). Purchaser has
         carefully considered and has, to the extent Purchaser believes such
         discussion necessary, discussed with Purchaser's legal, tax, accounting
         and financial advisers the suitability of an investment in the Shares
         for Purchaser's particular tax and financial situation.

         (b) Purchaser has had an opportunity to inspect relevant documents
         relating to the organization and operations of the Company. Purchaser
         acknowledges that all documents, records and books pertaining to this

                                       5


         investment which Purchaser has requested have been made available for
         inspection by Purchaser and Purchaser's attorney, accountant or other
         adviser(s).

         (c) Purchaser and/or Purchaser's advisor(s) has/have had a reasonable
         opportunity to ask questions of and receive answers and to request
         additional relevant information from a person or persons acting on
         behalf of the Company concerning the transactions contemplated by this
         Agreement.

         (d) Purchaser is not purchasing the Shares as a result of or subsequent
         to any advertisement, article, notice or other communication published
         in any newspaper, magazine or similar media or broadcast over
         television or radio or presented at any seminar.

         (e) Purchaser, by reason of Purchaser's business or financial
         experience, has the capacity to protect Purchaser's own interests in
         connection with the transactions contemplated by this Agreement.

         (f) Purchaser has adequate means of providing for Purchaser's current
         financial needs and contingencies, is able to bear the substantial
         economic risks of an investment in the Shares for an indefinite period
         of time, has no need for liquidity in such investment and, at the
         present time, could afford a complete loss of such investment.

         (g) Purchaser has such knowledge and experience in financial, tax and
         business matters so as to enable Purchaser to use the information made
         available to Purchaser in connection with the transaction to evaluate
         the merits and risks of an investment in the Shares and to make an
         informed investment decision with respect thereto.

         (h) Purchaser acknowledges that the Shares have not been registered
         under the Act or under any the securities act of any state. Purchaser
         understands further that in absence of an effective registration
         statement, the Shares can only be sold pursuant to some exemption from
         registration, such as Rule 144 of the Act, which requires, among other
         conditions, that the Shares must be held for a minimum of one (1) year.
         Purchaser is aware of the so-called "Wulf-Worm" letter and the
         potential additional restrictions on resale that may apply to shares of
         blank check companies, such as the Company, as a result thereof.

         (i) Purchaser recognizes that investment in the Shares involves
         substantial risks. Purchaser acknowledges that Purchaser has reviewed
         the risk factors identified within the Disclosure Documents. Purchaser
         further recognizes that no Federal or state agencies have passed upon
         this transaction or made any finding or determination as to the
         fairness of this investment.

         (j) Purchaser acknowledges that each certificate representing the
         Shares shall contain a legend substantially in the following form:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE

                                       6


                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
                  APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE
                  EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE PURCHASER
                  DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION
                  AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY)
                  CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.

         (k) Purchaser has the full legal right and power and all authority and
         approval required (i) to execute and deliver, or authorize execution
         and delivery of, this Agreement and all other instruments executed and
         delivered by or on behalf of Purchaser in connection with the purchase
         of the Shares, and (ii) to purchase and hold the Shares. The signature
         of the party signing on behalf of Purchaser is binding upon Purchaser.
         Purchaser has not been formed for the specific purpose of acquiring the
         Shares.

         (l) Purchaser understands, acknowledges and agrees with the Company as
         follows:

                  (i) No federal or state agency has made any findings or
                  determination as to the fairness of the terms of this
                  transaction for investment or any recommendations or
                  endorsement of the Shares.

                  (ii) The transaction is intended to be exempt from
                  registration under the Securities Act by virtue of Section
                  4(2) of the Securities Act.

                  (iii) Purchaser acknowledges that the information furnished
                  pursuant to this Agreement by the Company to Purchaser or its
                  advisers in connection with the transaction, is confidential
                  and nonpublic and agrees that all such written information
                  which is material and not yet publicly disseminated by the
                  Company shall be kept in confidence by Purchaser and neither
                  used by Purchaser for Purchaser's personal benefit (other than
                  in connection with this transaction), nor disclosed to any
                  third party, except Purchaser's legal and other advisers who
                  shall be advised of the confidential nature of such
                  information, for any reason; provided, however, that this
                  obligation shall not apply to any such information that (i) is
                  part of the public knowledge or literature and readily
                  accessible at the date hereof, (ii) becomes a part of the
                  public knowledge or literature and readily accessible by
                  publication (except as a result of a breach of this provision)
                  or (iii) is received from third parties (except third parties
                  who disclose such information in violation of any
                  confidentiality agreements or obligations, including, without
                  limitation, any subscription agreement entered into with the
                  Company).

                  (iv) IN MAKING AN INVESTMENT DECISION, PURCHASER MUST RELY ON
                  ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE
                  TRANSACTION, INCLUDING THE MERITS AND RISKS INVOLVED. THE

                                       7


                  SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
                  SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        5. Special Covenants. The parties make and agree to the following
special covenants which have served as material inducements for their respective
decisions to enter into this Agreement.

         (a) Meeting of the Company's Shareholders. As quickly as practicable
         following the execution of this Agreement, the Company shall cause to
         be duly called and held an annual or special meeting of its
         shareholders for the purpose of authorizing and approving the following
         proposals: (i) to authorize and approve this Stock Purchase Agreement;
         (ii) to effect a 1-for-14.75 reverse stock split in the issued and
         outstanding shares of the Company's common stock immediately following
         the issuance of the Shares to Purchaser hereunder; (iii) to authorize
         and approve the reincorporation of the Company in Nevada through a
         merger of the Company with and into a newly formed Nevada subsidiary
         ("Concept Nevada") in connection with which the Articles of
         Incorporation and Bylaws of Concept Nevada shall become the Articles of
         Incorporation and Bylaws of the surviving corporation; (iv) to elect
         the persons designated by Purchaser as the new directors of the Company
         effective on the effective date of the Company's reincorporation in
         Nevada; (v) to terminate sections 4.02 and 4.03 of the Stock Purchase
         Agreement dated February 10, 1999, which impose restrictions on the
         Company's ability to utilize its funds and effect reverse stock splits;
         and (vi) such other proposals as may be reasonably requested by
         Purchaser.

         (b) Limitation on Reverse Stock Splits. Following Closing, Purchaser,
         as the controlling stockholder of the Company, will not permit the
         Company to effect any reverse stock split following Closing other than
         the stock split provided for in this Agreement, unless a majority of
         the current directors of the Company, as representatives of the
         Company's current shareholders, consent to any such reverse stock split
         in writing in advance. This provision shall be binding upon any
         permitted successors or assigns of Purchaser and shall automatically
         terminate at the time the Company enters into a Going Public
         Transaction in accordance with the terms of this Agreement.

         (c) Limitation on Future Share Issuances. Following Closing, Purchaser,
         as the controlling stockholder of the Company, will not permit the
         Company to authorize the issuance of any additional shares of the
         Company's capital stock or securities convertible into the Company's
         capital stock except in connection with a combination transaction with
         a corporation or other business entity with current business operations
         (a "Going Public Transaction"). This provision shall be binding upon
         any permitted successors or assigns of Purchaser and shall
         automatically terminate at the time the Company enters into a Going
         Public Transaction in accordance with the terms of this Agreement.

         (d) Minimum Qualifications for Going Public Transaction. Following
         Closing, Purchaser, as the controlling stockholder of the Company, will
         not allow the Company to enter into a Going Public Transaction unless
         the Company, on a combined basis with the operating entity with which
         it completes a Going Public Transaction, satisfies the financial

                                       8


         conditions for listing on the NASADAQ Small-Cap Market immediately
         following the closing of the Going Public Transaction. This provision
         shall be binding upon any permitted successors or assigns of Purchaser
         and shall automatically terminate at the time the Company enters into a
         Going Public Transaction in accordance with the terms of this
         Agreement.

         (e) Transfer and Registration Rights.

         (i) Mandatory Registration. Upon receipt of written demand by
         Purchaser, the Company shall prepare, and, as soon as practicable but
         in no event later than 60 calendar days after the date of such notice,
         file with the SEC a Registration Statement or Registration Statements
         (as is necessary) on Form S-3 (or if such form is unavailable, such
         other form as is available for registration) covering the resale of all
         of the Shares. The Company shall use its best efforts to have the
         Registration Statement declared effective by the SEC as soon as
         practicable, but in no event later than 120 calendar days after the
         date notice is received.

         (ii) Piggy Back Registration Rights.

                  (aa) If the Company decides, including as required under any
                  demand registration rights agreement, to register any of its
                  common stock or securities convertible into or exchangeable
                  for common stock under the Securities Act on a form which is
                  suitable for an offering for cash or shares of the Company
                  held by third parties and which is not a registration solely
                  to implement an employee benefit plan, a registration
                  statement on Form S-4 (or successor form) or a transaction to
                  which Rule 145 or any other similar rule of the SEC is
                  applicable, the Company will promptly give written notice to
                  the Purchaser of its intention to effect such a registration.
                  Subject to Section 5(c)(ii)(bb) below, the Company shall
                  include all of the Shares that the Purchaser requests to be
                  included in such a registration by a written notice delivered
                  to the Company within fifteen (15) days after the notice given
                  by the Company.

                  (bb) If the registration, as described in Section 5(c)(ii)(aa)
                  above, involves an underwritten offering, the Company will not
                  be required to register Shares in excess of the amount that
                  the principal underwriter reasonably and in good faith
                  recommends may be included in such offering (a "Cutback"),
                  which recommendation, and supporting reasoning, shall be
                  delivered to Purchaser. If such a Cutback occurs, the number
                  of shares that are entitled to included in the registration
                  and underwriting shall be allocated in the following manner:
                  (i) first, to the Company for any securities it proposes to
                  sell for its own account, (ii) second, to the Purchaser
                  requiring such registration, and (iii) third, to other holders
                  of stock of the Company requesting inclusion in the
                  registration, pro rata among the respective holders thereof on
                  the basis of the number of shares for which each such
                  requesting holder has requested registration.

                  (cc) All costs and expenses of any such registration statement
                  shall be paid by the Company, other than sales commissions and
                  the expenses of any separate legal counsel engaged by
                  Purchaser.

                                       9


                  (dd) The Shares issued pursuant to this Agreement may not be
                  transferred except in a transaction which is in compliance
                  with the Act and applicable state laws and regulations.

         (f) Directors of Acquiror Company at Closing Date. As provided in
         Section 5(a) above, the persons designated by Purchaser shall be
         nominated for election to the Company's board of directors and shall
         commence their terms on the effective date of the Company's
         reincorporation in Nevada. To the extent necessary, the current
         officers and directors shall resign from their respective positions
         with the Company on the effective date of the Company's reincorporation
         in Nevada and the new directors of the Company shall appoint persons to
         serve as the new officers of the Company.

         (g) Special Cash Dividend. The Company shall declare and pay to the
         persons who are shareholders of record prior to the date the Shares are
         issued to Purchaser hereunder a special cash dividend of $0.10 per
         pre-split share for an aggregate dividend of $442,500. The record date
         for determination of the shareholders entitled to receive such dividend
         shall be prior to the date the Shares are issued to Purchaser hereunder
         and the payment date shall be subsequent to the date the Shares are so
         issued to Purchaser. Purchaser expressly acknowledges that it will not
         be entitled to participate in such dividend and waives any right
         thereto. Purchaser also expressly acknowledges that a substantial
         portion of the purchase price for the Shares will be used to pay the
         dividend, which will have the effect of materially reducing the book
         value of the Company immediately following Closing.

         (h) Form S-8 Registration of Acquiror Company Common Stock. From and
         after the date of Closing and until such time as the Company completes
         a Going Public Transaction, the Company shall not issue any shares of
         the Company's common stock pursuant to a registration statement on Form
         S-8.

         (i) Resales of Restricted Stock. In the event the Company determines in
         good faith and upon the advice of its counsel that is unable to permit
         the resale under Rule 144(k) of the 2,070,500 shares (the "Subject
         Shares") of restricted stock held by the Company's current officers,
         directors and principal shareholders (the "Subject Shareholders"),
         which determination shall be made within ten business days of the
         written request therefor from the Subject Shareholders, then the
         Subject Shareholders shall immediately be entitled to the same demand
         and piggyback registration rights with respect to the Subject Shares
         that are provided to Purchaser pursuant to Section 5(e) hereof and, in
         the event of any Cutback, an equal number of the Shares of Purchaser
         and the Subject Shareholders shall be included in any registration
         statement (unless all of the Subject Shares have been included, in
         which event a greater number of the Shares of Purchaser may also be
         included) with respect to which Purchaser and the Subject Shareholders
         have requested registration. All costs and expenses of registration
         shall be paid by the Company, other than sales commissions and the
         expenses of any separate legal counsel engaged by the Subject
         Shareholders.

         6. Conditions to Purchaser's Obligations. The obligations of Purchaser
to close the transactions contemplated by this Agreement are subject, at its
discretion, to the following conditions:

                                       10


         (a) The representations and warranties made by the Company in this
         Agreement were true when made and shall be true at the date of Closing
         with the same force and effect as if such representations and
         warranties were made at and as of the date of Closing (except for
         changes permitted by this Agreement), and the Company shall have
         performed and complied with all covenants and conditions required by
         this Agreement to be performed or complied with by it prior to or at
         the Closing.

         (b) Prior to the date of closing, there shall not have occurred any
         material adverse change in the financial condition, business, or
         operations of the Company, nor shall any event have occurred which,
         with the lapse of time or the giving of notice or both, may cause or
         create any material adverse change in the financial condition,
         business, or operations of the Company.

         (c) Purchaser shall have been furnished with a certificate, signed by
         the president of the Company and dated as of the date of closing,
         certifying as to the matters set forth in (a) and (b) above.

         (d) Purchaser shall have received copies of all documents and
         information which it may have reasonably requested in connection with
         the transactions contemplated by this Agreement.

         (e) No stop order or suspension of trading shall have been imposed by
         the SEC, or any other governmental regulatory body with respect to
         public trading in the Company's common stock.

         (f) The Company's shareholders shall have approved all proposals
         submitted for their consideration pursuant to Section 5(a) hereof.

         7. Conditions to the Company's Obligations. The obligations of the
Company to close the transactions contemplated by this Agreement are subject, at
its discretion, to the following conditions:

         (a) The representations and warranties made by Purchaser in this
         Agreement were true when made and shall be true at the date of closing
         with the same force and effect as if such representations and
         warranties were made at and as of the date of closing (except for
         changes permitted by this Agreement), and Purchaser shall have
         performed and complied with all covenants and conditions required by
         this Agreement to be performed or complied with by it prior to or at
         the closing. The Company shall have been furnished with a certificate,
         signed by the Chairman of Subscriber and dated as of the date of
         closing, to the foregoing effect.

         (b) Prior to the date of closing, there shall not have occurred any
         material adverse change in the financial condition, business, or
         operations of Purchaser, nor shall any event have occurred which, with
         the lapse of time or the giving of notice or both, may cause or create
         any material adverse change in the financial condition, business, or
         operations of Purchaser.

                                       11


         (c) The Company shall have been furnished with a certificate, signed by
         the chairman of Purchaser and dated as of the date of closing,
         certifying as to the matters set forth in (a) and (b) above.

         (d) No stop order or suspension of trading shall have been imposed by
         the SEC, or any other governmental regulatory body with respect to
         public trading in the Company's common stock.

         (e) The Company's shareholders shall have approved all proposals
         submitted for their consideration pursuant to Section 5(a) hereof.

         8. Termination.

         (a) This Agreement may be terminated by the board of directors of
         either the Company or Purchaser at any time prior to the Closing if:

                  (i) there shall be any actual or threatened action or
                  proceeding before any court or any governmental body which
                  shall seek to restrain, prohibit, or invalidate the
                  transactions contemplated by this Agreement and which, in the
                  judgment of such board of directors, made in good faith and
                  based on the advice of its legal counsel, makes it inadvisable
                  to proceed with the transactions contemplated by this
                  Agreement;

                  (ii) any of the transactions contemplated by this Agreement
                  are disapproved by any regulatory authority whose approval is
                  required to consummate such transactions or in the judgment of
                  such board of directors, made in good faith and based on the
                  advice of counsel, there is substantial likelihood that any
                  such approval will not be obtained or will be obtained only on
                  a condition or conditions which would be unduly burdensome,
                  making it inadvisable to proceed with the exchange; or

                  (iii) there shall occur any material adverse change in the
                  assets, properties, business, or financial condition of the
                  party not seeking termination pursuant to this provision,
                  which material adverse change occurs subsequent to the date of
                  the information included in this Agreement.

         In the event of termination pursuant to this Section 8(a), no
         obligation, right, or liability shall arise hereunder, and each party
         shall bear all of the expenses incurred by it in connection with the
         negotiation, drafting, and execution of this Agreement and the
         transactions herein contemplated.

         (b) This Agreement may be terminated at any time prior to the Closing
         by action of the board of directors of the Company if Purchaser shall
         fail to comply in any material respect with any of its covenants or
         agreements contained in this Agreement or if any of the representations
         or warranties of Purchaser contained herein shall be inaccurate in any
         material respect. If this Agreement is terminated pursuant to this

                                       12


         Section 8(b), this Agreement shall be of no further force or effect,
         and no obligation, right, or liability shall arise hereunder, except
         that Purchaser shall reimburse the Company for all costs and expenses
         actually and reasonably incurred by it in connection with this
         Agreement, which were incurred from and after the date hereof;
         provided, however, such termination shall not relieve Purchaser from
         any liability for damages resulting from any willful and intentional
         breach of this Agreement.

         (c) This Agreement may be terminated at any time prior to the Closing
         by action of the board of directors of Purchaser if the Company shall
         fail to comply in any material respect with any of its covenants or
         agreements contained in this Agreement or if any of the representations
         or warranties of the Company contained herein shall be inaccurate in
         any material respect. If this Agreement is terminated pursuant to this
         Section 8(c), this Agreement shall be of no further force or effect and
         no obligation, right, or liability shall arise hereunder, except that
         the Company shall reimburse Purchaser for all costs and expenses
         actually and reasonably incurred in connection with Agreement, which
         were incurred from and after the date hereof; provided, however, no
         such termination shall relieve the Company from any liability for
         damages resulting from any willful and intentional breach of this
         Agreement.

         (d) This Agreement may be terminated by either the board of directors
         of either the Company or Purchaser, if Closing shall not have occurred
         by the close of business on August 15, 2006 (the "Termination Date ");
         provided, however, that the right to terminate this Agreement under
         this section shall not be available to any party whose failure to
         fulfill any obligation under this Agreement has been the cause of, or
         resulted in, the failure of the Closing to occur on or before the
         Termination Date. In the event of termination pursuant to this Section
         8(d), no obligation, right, or liability shall arise hereunder, and
         each party shall bear all of the expenses incurred by it in connection
         with the negotiation, drafting, and execution of this Agreement and the
         transactions herein contemplated.

         9. Finders. Each of the respective parties hereto represents and
warrants to the other that no third person is entitled to any commission or
other compensation for in any way bringing the parties together or being
instrumental in reaching this Agreement or otherwise acting as a finder or
broker in connection herewith.

         10. Survival. Except as otherwise expressly provided herein, the
representations, warranties and covenants of the respective parties set forth in
Sections 3, 4, 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18 and 19 shall survive the
Closing and shall continue in full force and effect for a period of three years.

         11. Governing Law. This Agreement shall be governed by and construed
under and in accordance with the laws of the state of Utah.

         12. Expenses of Legal Proceedings. In any action, proceeding or
counterclaim brought to enforce any of the provisions of this Agreement or to
recover damages, costs and expenses in connection with any breach of the
Agreement, the prevailing party shall be entitled to be reimbursed by the

                                       13


opposing party for all of the prevailing party's reasonable outside attorneys'
fees, costs and other out-of-pocket expenses incurred in connection with such
action, proceeding or counterclaim.

         13. Expenses of Transaction. Except as otherwise expressly provided in
this Agreement, each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution, and performance of this
Agreement and the transactions contemplated by this Agreement, including all
fees and expenses of agents, representatives, counsel, and accountants.

         14. Public Announcements. The Company and Purchaser shall consult with
one another in issuing any press releases or otherwise making public statements
or filings and other communications with the Commission or any regulatory agency
or stock market or trading facility with respect to the transactions
contemplated hereby and neither party shall issue any such press release or
otherwise make any such public statement, filings or other communications
without the prior written consent of the other, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, however, no
prior consent shall be required if any such disclosure is required by law, in
which case the disclosing party shall use its reasonable best efforts in good
faith to provide the other party with prior notice of such public statement,
filing or other communication and incorporate into such public statement, filing
or other communication the reasonable comments of the other party.

         15. Entire Agreement. This Agreement represents the entire agreement
between the parties relating to the subject matter hereof, and there are no
other courses of dealing, understandings, agreements, representations, or
warranties, written or oral, except as set forth herein. No amendment or
modification hereof shall be effective until and unless the same shall have been
set forth in writing and signed by the parties hereto.

         16. Severability. If any provision of this Agreement or the application
of such provision to any person or circumstance shall be held invalid or
unenforceable, the remainder of this Agreement or the application of such
provisions to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and this Agreement shall
be construed as if such invalid or unenforceable provision were not contained
herein.

         17. Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if sent by registered mail or certified
mail, postage prepaid, or by a commercially recognized means of overnight
delivery that requires confirmation of receipt, addressed as follows:

               If to the Company, to:      Concept Capital Corporation
                                           175 South Main Street, Suite 1210
                                           Salt Lake City, Utah 84111
                                           Attn: T. Kent Rainey, President

               If to Purchaser, to:        Halter Financial Investments, L.P.
                                           12890 Hilltop Road
                                           Argyle, Texas 76226
                                           Attn: Timothy P. Halter, Chairman

                                       14


or such other addresses as shall be furnished in writing by either party to the
other in the manner for giving notices hereunder, and any such notice shall be
deemed to have been given as of the date so mailed.

         18. Further Assurances. The parties agree (a) to furnish upon request
to each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

         19. Assignments, Successors, and No Third-Party Rights. No party may
assign any of its rights under this Agreement without the prior consent of the
other party. Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Agreement and, for
purposes of Section 5, the current members of the Company's board of directors
as representatives of the Company's current shareholders, any legal or equitable
right, remedy, or claim under or with respect to this Agreement or any provision
of this Agreement. This Agreement and all of its provisions and conditions are
for the sole and exclusive benefit of the parties to this Agreement and their
successors and assigns.

         20. Execution in Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which taken together shall be but a single instrument.

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

                         The Company:       Concept Capital Corporation
                                            A Utah corporation


                                            By /s/ T. Kent Rainey
                                              --------------------------------
                                              T. Kent Rainey, President


                         Purchaser:         Halter Financial Investments, L.P.
                                            A Texas Limited Partnership

                                               /s/ Timothy P. Halter
                                              --------------------------------
                                              Timothy P. Halter, Chairman

                                       15